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Check the appropriate box:
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12

CenterPoint Energy, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

You are cordially invited to attend the 2010 annual meeting of
shareholders of CenterPoint Energy, Inc. This is your notice for
the meeting.

TIME AND DATE

9:00 a.m. Central Time on Thursday, April 22, 2010

PLACE

The auditorium at 1111 Louisiana, Houston, Texas

ITEMS OF BUSINESS

 elect the nine nominees named in the Proxy Statement
as directors to hold office until the 2011 annual meeting;

 ratify the appointment of Deloitte &
Touche LLP as our independent auditors for 2010; and

 conduct other business if properly raised.

RECORD DATE

Shareholders of record at the close of business on
February 22, 2010 are entitled to vote.

PROXY VOTING

Each share entitles the holder to one vote. You may vote either
by attending the meeting or by proxy. For specific voting
information, please see Voting Information beginning
on page 1 of the Proxy Statement that follows.
Even if
you plan to attend the meeting, please sign, date and return the
enclosed proxy card or submit your proxy using the Internet or
telephone procedures described on the proxy card.

Sincerely,

Scott E. Rozzell

Executive Vice President,

General Counsel and

Corporate Secretary

Dated and first mailed

to shareholders

on March 12, 2010

Important
Notice Regarding the Availability of Proxy Materials for the
Annual
Shareholder Meeting to be Held April 22, 2010

The proxy statement and annual report to shareholders are
available at:
http://materials.proxyvote.com/15189T

Shareholders recorded in our stock register on February 22,
2010 may vote at the meeting. As of that date, there were
393,082,659 shares of our common stock outstanding.

How many votes do I have?

You have one vote for each share of our common stock you owned
as of the record date for the meeting.

How do I vote?

Your vote is important. You may vote in person at the meeting or
by proxy. We recommend you vote by proxy even if you plan to
attend the meeting. You may always change your vote at the
meeting if you are a holder of record or have a proxy from the
record holder. Giving us your proxy means that you authorize us
to vote your shares at the meeting in the manner you indicated
on your proxy card. You may also provide your proxy using the
Internet or telephone procedures described on the proxy card.
You may vote for or against each director and each of the other
proposals or abstain from voting. If you give us your proxy but
do not specify how to vote, we will vote your shares in
accordance with the Boards recommendations.

What are the Boards recommendations?

The Boards recommendations are set forth together with the
description of each item in this proxy statement. In summary,
the Board and, with respect to the ratification of the
independent auditors, the Audit Committee, recommends a vote as
follows:


FOR
election of the nine nominees named in
the Proxy Statement as directors to hold office until the 2011
annual meeting of shareholders;


FOR
ratification of the appointment of
Deloitte & Touche LLP as our independent auditors for
2010.

If any other matters properly come before the annual meeting, we
will vote the shares in accordance with our best judgment and
discretion, unless you mark the proxy card to withhold that
authority.

What if I change my mind
after I have voted?

You may revoke your proxy before it is voted by submitting a new
proxy card with a later date, by voting in person at the
meeting, or by giving written notice to Mr. Scott E.
Rozzell, Corporate Secretary, at CenterPoint Energys
address shown above.

Do I need a ticket to attend the meeting?

Proof of identification and proof of ownership of our common
stock are needed for you to be admitted to the meeting. If you
plan to attend the meeting and your shares are held by banks,
brokers, stock plans or other holders of record (in street
name), you will need to provide

proof of ownership. Examples of proof of ownership include a
recent brokerage statement or letter from your broker or bank.

What constitutes a quorum?

In order to carry on the business of the meeting, we must have a
quorum. This means at least a majority of the shares of common
stock outstanding as of the record date must be represented at
the meeting, either by proxy or in person. Shares of common
stock owned by CenterPoint Energy are not voted and do not count
for this purpose.

Abstentions and proxies submitted by brokers that do not
indicate a vote because they do not have discretionary authority
and have not received instructions as to how to vote on a
proposal (so-called broker non-votes) will be
considered as present for quorum purposes, but not as shares
counted for determining the outcome of the vote on that proposal.

Brokers holding shares must vote according to specific
instructions they receive from the beneficial owners of those
shares. If brokers do not receive specific instructions, brokers
may in some cases vote the shares in their discretion. However,
the New York Stock Exchange precludes brokers from exercising
voting discretion on certain proposals without specific
instructions from the beneficial owner. Importantly, a recent
amendment to an NYSE rule now expressly prohibits brokers
holding shares in street name for their beneficial
holder clients from voting in uncontested director elections on
behalf of the clients without receiving specific voting
instructions from those clients. Under NYSE rules, brokers will
have discretion to vote only on Item 2 (ratification of the
appointment of independent auditors). Brokers cannot vote on
Item 1 (the election of directors) without instructions
from the beneficial owners. If you do not instruct your broker
how to vote on the election of directors, your broker will not
vote for you.

What vote is required to approve each of the
proposals?

Under our bylaws, directors are elected by a majority of the
votes cast at the meeting. This means that the number of shares
voted for a director must exceed the number of votes
cast against that director. Abstentions and broker
non-votes will be ignored. For additional information on the
election of directors, see Election of
Directors  Information About Directors 
Majority Voting in Director Elections.

Ratification of the appointment of independent auditors requires
the favorable vote of a majority of the shares of common stock
voted for or against the matter.

Abstentions and broker non-votes do not affect the outcome of
the ratification of the appointment of independent auditors.

In 2008, our Articles of Incorporation were amended to phase out
the classified structure of our Board of Directors. Pursuant to
that amendment, at each annual meeting of shareholders beginning
in 2009, new directors and directors whose terms are expiring
are elected to serve for one year terms. Directors who were
elected to longer terms prior to the 2009 annual meeting will
serve until the end of those terms. The term of office of the
directors in Class I expired at the 2009 meeting.

The term of office of the Class II directors expires at
this years annual meeting, and the term of Class III
directors will expire in 2011.

The directors to be elected at this meeting will be elected to a
one-year term expiring at the annual meeting in 2011.

If any nominee becomes unavailable for election, your Board of
Directors can name a substitute nominee, and proxies will be
voted for the substitute nominee pursuant to discretionary
authority, unless withheld.

Unless otherwise indicated or the context otherwise requires,
when we refer to periods prior to September 1, 2002,
CenterPoint Energy should be understood to mean or include the
public companies that were its predecessors.

Under our bylaws, a director must step down from the Board at
the annual meeting occurring in the year in which he or she
reaches age 73, unless the Board determines that the member
has special skill, experience or distinction having value to
CenterPoint Energy and not readily available or transferable. In
February 2009, the Board made such a determination as to current
directors Thomas F. Madison, Chairman of our Compensation
Committee, which will allow him to complete his current term
ending in 2011, and Michael E. Shannon, who is retiring at this
years annual meeting.

Listed below are the biographies of each director nominee
followed by the biographies of continuing directors. The
biographies include information regarding each individuals
service as a director of the Company, business experience,
director positions at public companies held currently or at any
time during the last five years, and the experiences,
qualifications, attributes or skills that caused the Governance
Committee and the Board to determine that the person should
serve as a director for the Company.

Nominees for Directors  Term Expiring 2011

At the meeting, nine directors are to be elected to each serve a
one-year term expiring on the date of the annual meeting of
shareholders to be held in 2011. The nominees for election in
2010 are listed below.

Donald R. Campbell
, age 69, has been a director
since 2005. Prior to his retirement in September 2000, he was
the Chief Financial Officer of Sanders Morris Harris Group,
Inc., a NASDAQ-listed regional investment banking firm. He
served as a director of Sanders Morris Harris from 1999 until
May 2004. Mr. Campbell previously served as a director of
Texas Genco Holdings, Inc., an NYSE-listed former subsidiary of
the Company, and as the chairman of its audit committee, from
March 2003 until December 2004. He also previously served as
Vice Chairman of the board of directors and Chief Financial
Officer of Pinnacle Global Group, a Houston based financial
services firm from 1998 to 1999. From 1990 until 1999, he was
employed by TEI, Inc., holding a variety of positions including,
Chief Executive Officer, Chief Financial Officer and director.
The Board determined that Mr. Campbell should be nominated
for election as a director due to his experience as a senior
corporate executive, his financial and accounting expertise, and
his experience as director of several

corporations, including service on the Board and Audit Committee
Chairman of both Texas Genco Holdings, Inc. and the Company.

Milton Carroll
, age 59, has been a director since
1992 and Chairman since September 2002. Mr. Carroll is
Chairman and founder of Instrument Products, Inc., an oil-tool
manufacturing company in Houston, Texas. He has served as a
director of Halliburton Company since 2006 and Western Gas
Holdings, LLC, general partner of Western Gas Partners, LP,
since 2008. He has served as a director of Healthcare Service
Corporation since 1998 and as its chairman since 2002.
Mr. Carroll previously served as a director of EGL, Inc.
from 2003 to 2007, DCP Midstream GP, LLC, general partner of DCP
Midstream Partners, LP from 2005 to 2006, Devon Energy
Corporation from 2003 to 2005 and Texas Eastern Products
Pipeline Company, LLC, general partner of TEPPCO Partners, L.P.
from 1997 to 2005. The Board determined that Mr. Carroll
should be nominated for election as a director due to his
extensive knowledge of the Company and its operations gained in
over 17 years of service as a director of the Company, its
predecessors and affiliates. The Board values
Mr. Carrolls knowledge of the oil and natural gas
industries, board leadership skills and corporate governance
expertise.

Derrill Cody
, age 71, has been a director since
2003. Mr. Cody has been of counsel to the law firm of
Tomlinson & OConnell in Oklahoma City, Oklahoma
since December 2005. Prior to that, he was of counsel to the law
firm of McKinney & Stringer, P.C. in Oklahoma
City, Oklahoma from 1990. From 2005 to 2007, Mr. Cody
served as a director of DCP Midstream GP, LLC, the general
partner of DCP Midstream Partners, LP. He also previously served
from 1989 to 2005 as a director of Texas Eastern Products
Pipeline Company, LLC, general partner of TEPPCO Partners, L.P.
and from 1987 to 1990 as Executive Vice President of Texas
Eastern Corporation and as Chief Executive Officer of Texas
Eastern Gas Pipeline Company. The Board determined that
Mr. Cody should be nominated for election as a director due
to his substantial experience in the oil and gas industry as a
lawyer, senior corporate executive and director in a variety of
major energy-related corporations. The Board benefits from
Mr. Codys expertise gained through service as a
senior executive officer leading interstate natural gas pipeline
companies.

Michael P. Johnson
, age 62, has been a director
since July 2008. Mr. Johnson is President and Chief
Executive Officer of J&A Group, LLC, a management and
business consulting company. He served from 2002 until his
retirement in March 2008 as Senior Vice President and Chief
Administrative Officer of The Williams Companies, Inc., a
publicly held natural gas producer, processor and transporter.
Prior to joining the Williams Companies, he served in various
executive capacities with Amoco Corporation, including vice
president of human resources. He has served as a director of
Patriot Coal Corporation since 2008, Buffalo Wild Wings, Inc.
since 2006, and QuikTrip Corporation, a private company, since
2001. He also serves on the Oklahoma Advisory Board of Health
Care Service Corporation and on the boards of several charitable
organizations and foundations, including the Tiger Woods
Foundation. The Board determined that

Mr. Johnson should be nominated for election as a director
due to his extensive management and leadership experience as a
senior executive officer of major international companies. The
Board values Mr. Johnsons knowledge of the oil and
gas industry and expertise in corporate governance and human
resources matters.

David M. McClanahan
, age 60, has served as a
director and as President and Chief Executive Officer of
CenterPoint Energy since 2002. He served as Vice Chairman of our
predecessor company from October 2000 to September 2002 and as
President and Chief Operating Officer of its Delivery Group from
1999 to September 2002. Previously, he served as President and
Chief Operating Officer of our predecessor companys
Houston Lighting & Power Company division from 1997 to
1999. He has served in various executive officer capacities with
us since 1986. He currently serves on the boards of the Edison
Electric Institute and the American Gas Association. The Board
determined that Mr. McClanahan should be nominated for
election as a director due to his extensive knowledge of the
industry and the Company, its operations and people, gained in
38 years of service with the Company and its predecessors
in positions of increasing responsibility. The Board benefits
from Mr. McClanahans financial and accounting
expertise and industry leadership.

Robert T. OConnell
, age 71, has been a
director since 2004. From 1997 to 2003, he served as a director
of RWD Technologies, Inc. and as its Chief Financial Officer
from August 2000 to July 2001, and Senior Vice President
Strategic Business Planning from August 1997 to July 2001.
Mr. OConnell served as Senior Vice President and
Chief Staff Officer of EMC Corporation from 1995 to 1997.
Between 1965 and 1994, Mr. OConnell held various
positions in General Motors Corporation, including Chief
Financial Officer of General Motors Corporation from 1988 to
1992 and Chairman and Chief Executive Officer of General Motors
Acceptance Corporation from 1992 to 1994. He has served as a
director of Gulfmark Offshore, Inc. since 2006 and as a
Governor-appointed member of the Boston Finance Commission since
2003. The Board determined that Mr. OConnell should
be nominated for election as a director due to his financial
expertise, experience as a senior executive and director of
complex corporate organizations, and strategic business
management expertise.

Susan O. Rheney
, age 50, has been a director since
July 2008. Ms. Rheney is a private investor. From 2002
until March 2010, she served as a director of Genesis Energy,
Inc., the general partner of Genesis Energy, LP, a publicly
traded limited partnership. From 2003 to 2005, she was a
director of Cenveo, Inc. and served as chairman of the board
from January to August 2005. She also served until 2001 as a
principal with The Sterling Group, a private financial and
investment organization. The Board determined that
Ms. Rheney should be nominated for election as a director
due to her financial management and accounting expertise and
experience as a director of a mid-stream oil and gas company.
The Board benefits from her experience implementing strategic
and operational initiatives at a variety of firms.

R. A. Walker
, age 53, has not previously served as a
director of CenterPoint Energy. Mr. Walker is currently
President and Chief

Operating Officer of Anadarko Petroleum Corporation, having
joined the company in 2005 as Senior Vice President and Chief
Financial Officer. He is a director of Temple-Inland, Inc. and
Western Gas Holdings, LLC, a subsidiary of Anadarko and general
partner to Western Gas Partners, LP., having previously served
as the Chairman of the Board of that company until 2009. Prior
to joining Anadarko, Mr. Walker was a Managing Director for
the Global Energy Group of UBS Investment Bank from 2003 to
2005. He previously served as President, Chief Financial Officer
and a director of 3TEC Energy Corporation from 2000 to 2003. The
board determined that Mr. Walker should be nominated for
election as a director due to his extensive knowledge of the
energy industry, experience as a director of public companies,
merchant banking experience and his financial and executive
management expertise, including experience as a president, chief
operating officer, and chief financial officer.

Peter S. Wareing
, age 58, has been a director since
2005. Mr. Wareing is a co-founder and partner of the
private equity firm Wareing, Athon & Company and is
involved in a variety of businesses. He is the Chairman of the
Board of Gulf Coast Pre-Stress, Ltd. in Pass Christian,
Mississippi, the Vice Chairman of the Board of Nordic Cold
Storage, LLC, in Atlanta, Georgia and an officer and director of
several other privately owned family entities. He also currently
serves as a trustee of Texas Childrens Hospital in
Houston. The Board determined that Mr. Wareing should be
nominated for election as a director due to his expertise in
financial, business and corporate strategy development matters.
The Board also values his civic leadership and involvement in
the Houston business community.

Your Board of Directors recommends a vote FOR each of the
nominees.

Information about each of the continuing directors is set forth
below.

Continuing Class III Directors  Term
Expiring
2011

O. Holcombe Crosswell
, age 69, has been a director
since 1997 and was a director of NorAm Energy Corp. and the
predecessor of a division of that company from 1986 until we
acquired that company in 1997. Mr. Crosswell is President
of Griggs Corporation, a real estate and investment company in
Houston, Texas. He previously served as a director and as
chairman of the Metropolitan Transit Authority of Harris County.
The Board determined that Mr. Crosswell should serve as a
director due to his real estate and investment expertise and his
knowledge and experience of the natural gas and electric
industry gained in over 23 years of service as a director
of the Company and predecessor entities. The Board also benefits
from his involvement in the Houston business community, and
service on civic boards and charitable organizations.

Janiece M. Longoria
, age 57, has been a director
since 2005. Ms. Longoria is a partner in the law firm of
Ogden, Gibson, Broocks & Longoria, L.L.P. in Houston,
Texas and has a concentration of experience in commercial and
securities-related litigation and regulatory matters. She has
served as a commissioner of the Port of Houston Authority since
2002 and as a member of The University of Texas

System Board of Regents since February 2008. She previously
served as the treasurer and a director of the Houston Convention
Center Hotel Corporation from 1999 to 2004. The Board determined
that Ms. Longoria should serve as a director due to her
extensive legal and regulatory expertise, experience serving as
a commissioner or in a similar oversight position on major
governmental and civic organizations. The Board values her
service on boards of charitable organizations and extensive
community involvement.

Thomas F. Madison
, age 74, has been a director since
2003. He has served as President and Chief Executive Officer of
MLM Partners, a small business consulting and investments
company in Minneapolis, since 1993. He previously served as
President of US West Communications-Markets until December 1992.
He later served as Vice Chairman of Minnesota Mutual Life
Insurance Company until September 1994, Chairman of
Communication Holdings, Inc. until March 1999, and as an
advisory director of one of our natural gas distribution units.
He has served as a director of Valmont Industries, Inc. since
1987, Delaware Group of Funds since 1993, Digital River, Inc.
since 1996, and Rimage Corporation since 2001. In February 2009,
the Board waived for Mr. Madison the mandatory retirement
age under our bylaws to allow him to complete his current term.
The Board determined that Mr. Madison should serve as a
director due to his extensive executive experience, including
his prior service as an executive officer of major corporations,
including as a chief executive officer, his public company board
leadership and his corporate governance expertise.

Sherman M. Wolff
, age 69, has been a director since
2007. Prior to his retirement in 2006, he served as executive
vice president and chief operating officer of Health Care
Service Corporation, which provides health and life insurance
products and related services as Blue Cross Blue Shield of
Texas, Illinois, New Mexico and Oklahoma. He held various
positions with that company from 1991 until his retirement,
including service as Chief Financial Officer. He currently
serves as a director of Fort Dearborn Life Insurance
Company, a subsidiary of Health Care Service Corporation. He
previously served as a director of EGL, Inc. from 2006 to 2007.
The Board determined that Mr. Wolff should serve as a
director due to his financial and executive management
expertise, including experience as a chief financial officer and
chief operating officer of a major corporation.

Director Nomination Process

In assessing the qualifications of candidates for nomination as
director, the Governance Committee and the Board consider, in
addition to qualifications set forth in our bylaws, each
potential nominees

 personal and professional integrity, experience,
reputation and skills;

 ability and willingness to devote the time and
effort necessary to be an effective board member; and

 commitment to act in the best interests of
CenterPoint Energy and its shareholders.

Consideration is also given to the requirements under the
listing standards of the New York Stock Exchange for a majority
of independent directors, as well as qualifications applicable
to membership on Board committees under the listing standards
and various regulations.

In addition, the Governance Committee and the Board take into
account the desire that the directors possess a broad range of
business experience, diversity, professional skills, geographic
representation and other qualities they consider important in
light of our business plan. The Governance Committee
periodically reviews the overall composition of the Board, the
skills represented by incumbent directors and the need for new
directors to replace retiring directors or to expand the Board.
In seeking new director candidates, the Governance Committee and
the Board consider the skills, expertise and qualities that will
be required to effectively oversee management of the business
and affairs of the Company. The Governance Committee and the
Board also considers the diversity of the Board in terms of the
geographic, gender, age, and ethnic makeup of its members. The
Board evaluates the makeup of its membership in the context of
the Board as a whole, with the objective of recommending a group
that can effectively work together using its diversity of
experience to see that the Company is well-managed and
represents the interests of the Company and its shareholders.

Mr. Walkers nomination was initially recommended by
individual members of the Governance Committee. Mr. Walker
was then interviewed by an executive search firm retained by the
Governance Committee for the purpose of identifying director
candidates. The members of the Governance Committee discussed
Mr. Walkers background and qualifications and
unanimously recommended to the Board that Mr. Walker be
nominated for election at the annual meeting.

Suggestions for potential nominees for director can come to the
Governance Committee from a number of sources, including
incumbent directors, officers, executive search firms and
others. If an executive search firm is engaged for this purpose,
the Governance Committee has sole authority with respect to the
engagement. The Governance Committee will consider director
candidates recommended by shareholders. The extent to which the
Governance Committee dedicates time and resources to the
consideration and evaluation of any potential nominee brought to
its attention depends on the information available to the
Committee about the qualifications and suitability of the
individual, viewed in light of the needs of the Board, and is at
the Committees discretion. The Governance Committee and
the Board evaluate the desirability for incumbent directors to
continue on the Board following the expiration of their
respective terms, taking into account their contributions as
Board members and the benefit that results from increasing
insight and experience developed over a period of time.

Shareholders may submit the names and other information
regarding individuals they wish to be considered for nomination
as directors by writing to the Corporate Secretary at the
address indicated on the first

page of this proxy statement. In order to be considered for
nomination by the Board of Directors, submissions of potential
nominees should be made no later than November 15 in the year
prior to the meeting at which the election is to occur.

Director Independence

The Board of Directors determined that Messrs. Campbell,
Carroll, Cody, Crosswell, Johnson, Madison, OConnell,
Shannon, Wareing and Wolff and Mses. Longoria and Rheney are
independent, within the meaning of the listing standards for
general independence of the New York Stock Exchange. It is
anticipated that the Board will also determine that
Mr. Walker is independent within the meaning of these
standards upon his election. Under the listing standards, a
majority of our directors must be independent, and the Audit,
Compensation and Governance Committees are each required to be
composed solely of independent directors. The standards for
audit committee membership include additional requirements under
rules of the Securities and Exchange Commission. The Board has
determined that all of the members of these three committees
meet the applicable independence requirements. The listing
standards relating to general independence consist of both a
requirement for a board determination that the director has no
material relationship with the listed company and a listing of
several specific relationships that preclude independence.

As contemplated by New York Stock Exchange Rules then in effect,
the Board adopted categorical standards in 2004 to assist in
making determinations of independence. Under the rules then in
effect, relationships falling within the categorical standards
were not required to be disclosed or separately discussed in the
proxy statement in connection with the Boards independence
determinations.

The categorical standards cover two types of relationships. The
first type involves relationships of the kind addressed in either

 the rules of the Securities and Exchange Commission
requiring proxy statement disclosure of relationships and
transactions or

 the New York Stock Exchange listing standards
specifying relationships that preclude a determination of
independence.

For those relationships, the categorical standards are met if
the relationship neither requires disclosure nor precludes a
determination of independence under either set of rules.

The second type of relationship is one involving charitable
contributions by CenterPoint Energy to an organization in which
a director is an executive officer. In that situation, the
categorical standards are met if the contributions do not exceed
the greater of $1 million or 2% of CenterPoint
Energys gross revenue in any of the last three years.

In making its subjective determination that
Messrs. Campbell, Carroll, Cody, Crosswell, Johnson,
Madison, OConnell, Shannon, Wareing and Wolff and Mses.
Longoria and Rheney are independent, the Board reviewed and
discussed additional information provided by the directors and
the Company with regard to each of the directors business and
personal activities as they related to the Company and Company
management. The Board considered the transactions in the context
of the New York Stock Exchanges objective listing
standards, the

categorical standards noted above and the additional standards
established for members of audit, compensation and governance
committees.

In connection with its determination as to the independence of
Mr. Carroll, the Board has considered that Mr. Carroll
receives additional director compensation for serving as
non-executive Chairman of the Board. This position involves a
substantial commitment of time over and above regular service as
a Board member and member of committees of the Board. The Board
also considered a relationship in which a company on whose board
Mr. Carroll serves as a non-employee director and
non-executive chairman provides services to CenterPoint Energy.
Mr. Carroll had no role in initiating the relationship with
this service provider. Because the business relationship is of a
nature and magnitude not requiring proxy statement disclosure
under Securities and Exchange Commission rules, it falls within
the categorical standards described above. The Board has
concluded that these circumstances and relationships do not
adversely affect Mr. Carrolls ability and willingness
to act in the best interests of CenterPoint Energy and its
shareholders or otherwise compromise his independence.

Although the Board will not make its determination as to
Mr. Walkers independence until his election, the
Board considered ordinary course transactions between the
Company and Anadarko Petroleum Corporation, for which
Mr. Walker serves as President and Chief Operating Officer.
During 2009 subsidiaries of CenterPoint Energy purchased natural
gas from and provided natural gas related transportation
services to subsidiaries of Anadarko totaling approximately
$45 million. These payments represent approximately
one-half of one percent of the consolidated gross revenues for
2009 for each of the Company and Anadarko. Additionally, the
Board considered that Company subsidiaries may purchase natural
gas from and provide transportation services to Anadarko in the
future. The Board believes that these transactions and
relationships would not adversely affect Mr. Walkers
ability or willingness to act in the best interests of the
Company and its shareholders or otherwise compromise his
independence, nor are similar transactions in the future
expected to adversely affect Mr. Walkers
independence. These transactions were on standard terms and
conditions, and Mr. Walker did not have any involvement in
negotiating the terms of the purchases nor interest in the
transactions.

Code of Ethics and Ethics and Compliance Code

We have a Code of Ethics for our Chief Executive Officer and
Senior Financial Officers, consisting of our Chief Financial
Officer, Chief Accounting Officer, Treasurer and Controller. We
will post information regarding any amendments to, or waivers
of, the provisions of this code applicable to these officers at
the website location referred to below under Website
Availability of Documents.

We also have an Ethics and Compliance Code applicable to
directors, officers and employees. This code addresses, among
other things, the requirements for a code of business conduct
and ethics required under New York Stock Exchange listing
standards. Any waivers of this code

for executive officers or directors may be made only by the
Board of Directors or a committee of the Board and must be
promptly disclosed to shareholders. In 2009, no waivers of our
Code of Ethics or our Ethics and Compliance Code were granted.

Conflicts of Interest and Related Party
Transactions

The Governance Committee will address and resolve any issues
with respect to related-party transactions and conflicts of
interest involving our executive officers, directors or other
related persons under the applicable disclosure
rules of the Securities and Exchange Commission.

Our Ethics and Compliance Code provides that all directors,
executive officers and other employees should avoid actual
conflicts of interest as well as the appearance of a conflict of
interest, and our Code of Ethics for Chief Executive Officer and
Senior Financial Officers similarly obligates the employees
covered by that Code of Ethics (our Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer, Treasurer and
Assistant Controller) to handle actual or apparent conflicts of
interest between personal and professional relationships in an
ethical manner. Under our Ethics and Compliance Code, prior
approval is required for any significant financial interest with
suppliers, partners, subcontractors, or competitors. Any
questionable situation is required to be disclosed to the Law
Department or an employees direct manager. Pursuant to our
Corporate Governance Guidelines and the Governance Committee
Charter, the Board has delegated to the Governance Committee the
responsibility for reviewing and resolving any issues with
respect to related party transactions and conflicts of interests
involving executive officers or directors of the Company or
other related persons under the applicable rules of the
Securities and Exchange Commission. The Companys Corporate
Governance Guidelines require that (i) each director shall
promptly disclose to the Chairman any potential conflicts of
interest he or she may have with respect to any matter involving
the Company and, if appropriate, recuse himself or herself from
any discussions or decisions on any of these matters, and
(ii) the Chairman shall promptly advise the Governance
Committee of any potential conflicts of interest he or she may
have with respect to any matter involving the Company and, if
appropriate, recuse himself or herself from any discussions or
decisions on any of these matters.

The Office of the Corporate Secretary periodically gathers
information from Directors and executive officers regarding
matters involving potential conflicts of interest or related
party transactions and provides that information to the
Governance Committee for review. Directors and executive
officers are also required to inform the Company immediately of
any changes in the information provided concerning related party
transactions that such director or executive officer or other
related person was, or is proposed to be, a participant. In each
case, the standard applied in approving the transaction is the
best interests of CenterPoint Energy and its shareholders.

There were no related-party transactions in 2009 that were
required to be reported pursuant to the applicable disclosure
rules of the Securities and Exchange Commission.

Our amended and restated bylaws include a majority voting
standard in uncontested director elections. This standard
applies to the election of directors at this meeting. To be
elected, a nominee must receive more votes cast for
that nominees election than votes cast against
that nominees election. In contested elections, the voting
standard will be a plurality of votes cast. Under our bylaws,
contested elections occur where, as of a date that is
14 days in advance of the date we file our definitive proxy
statement with the Securities and Exchange Commission
(regardless of whether or not thereafter revised or
supplemented), the number of nominees exceeds the number of
directors to be elected.

 Incumbent director nominees must submit irrevocable
resignations that become effective upon and only in the event
that (1) the nominee fails to receive the required vote for
election to the Board at the next meeting of shareholders at
which such nominee faces re-election and (2) the Board
accepts such resignation;

 Each director candidate who is not an incumbent
director must agree to submit such an irrevocable resignation
upon election or appointment as a director;

 Upon the failure of any nominee to receive the
required vote, the Governance Committee makes a recommendation
to the Board on whether to accept or reject the resignation;

 The Board takes action with respect to the
resignation and publicly discloses its decision and the reasons
therefor within 90 days from the date of the certification
of the election results; and

 The resignation, if accepted, will be effective at
the time specified by the Board when it determines to accept the
resignation, which effective time may be deferred until a
replacement director is identified and appointed to the Board.

Our amended and restated bylaws and our Corporate Governance
Guidelines can be found on our website at
www.centerpointenergy.com
.

The offices of Chairman of the Board and Chief Executive Officer
are currently separate and have been separate since the
formation of the Company as a new holding company in 2002. The
Board believes that the separation of the two roles provides, at
present, the best balance of these important responsibilities
with the Chairman directing board operations and leading the
board in its oversight of management, and the Chief Executive
Officer focusing on developing and implementing the
Companys board-approved strategic vision and managing its
day-to-day business. The Board believes that the independent
board chairman helps provide an opportunity for the Board
members to provide more direct input to management in shaping
the organization and strategy of the Company and strengthening
the Boards independent oversight of management.

The Board has ultimate oversight responsibility for the
Companys system of enterprise risk management as provided
in the Corporate Governance Guidelines. The Board also approves
overall corporate risk limits. Management is responsible for
developing and implementing the Companys program of
enterprise risk management. Each board committee has
responsibility for monitoring enterprise risks assigned to it by
the Board under the Companys enterprise risk management
program. In addition, the Audit Committee reviews the risk
management process developed and implemented by Company
management. The Companys Chief Risk Officer periodically
reports to the Audit Committee concerning the Companys
risk management process and annually to the full Board
concerning the major risks facing the Company and steps taken to
mitigate those risks. A risk oversight committee, which is
comprised of senior executives from across the Company, monitors
and oversees compliance with the Companys risk control
policy. The Companys Chief Risk Officer, who reports to
the Chief Financial Officer, facilitates risk oversight
committee meetings, and provides daily risk assessment and
control oversight for commercial activities.

The Board believes that the administration of its risk oversight
function has not affected its leadership structure. In reviewing
the Companys compensation program, the Compensation
Committee has made an assessment of whether compensation
policies and practices create risks that are reasonably likely
to have a material adverse effect on the Company and has
concluded that they do not create such risks as presently
constituted.

Your Board of Directors oversees the management of the business
and affairs of our Company. The Board appoints committees to
help carry out its duties. Last year, the Board met seven times
and the committees met a total of 22 times. Each director
attended more than 90% of the meetings of the Board of Directors
and the committees on which he or she served.
Mr. McClanahan does not serve on any committees. The
following table sets forth the committees of the Board and their
members as of the date of this proxy statement, as well as the
number of meetings each committee held during 2009:

Strategic

Audit

Compensation

Finance

Governance

Planning

Director

Committee

Committee

Committee

Committee

Committee

Donald R. Campbell

+





Milton Carroll

+



Derrill Cody





+

O. Holcombe Crosswell





Michael P. Johnson





Janiece M. Longoria







Thomas F. Madison

+



Robert T. OConnell



+

Susan O. Rheney





Michael E. Shannon







Peter S. Wareing







Sherman M. Wolff







Number of Meetings Held in 2009

5

4

5

4

4

(+)

Denotes Chair.

Audit Committee

The primary responsibilities of the Audit Committee are to
assist the Board in fulfilling its oversight responsibility for
the integrity of our financial statements, the qualifications,
independence and performance of our independent auditors, the
performance of our internal audit function, compliance with
legal and regulatory requirements and our systems of disclosure
controls and internal controls, and our system of enterprise
risk management. The Audit Committee has sole responsibility to
appoint and, where appropriate, replace our independent auditors
and to approve all audit engagement fees and terms. The Audit
Committees report is on page 59.

The Board of Directors has determined that Mr. Campbell is
an audit committee financial expert within the meaning of the
regulations of the Securities and Exchange Commission.

Compensation Committee

The primary responsibilities of the Compensation Committee are
to oversee compensation for our senior officers, including
salary and short term and long term incentive awards, administer
incentive compensation plans, evaluate Chief Executive Officer
performance and review management succession planning and
development. For

information concerning policies and procedures relating to the
consideration and determination of executive compensation,
including the role of the Compensation Committee, see
Compensation Discussion and Analysis beginning on
page 23 and for the report of the Compensation Committee
concerning the Compensation Discussion and Analysis, see
Report of the Compensation Committee on page 58.

Finance Committee

The primary responsibilities of the Finance Committee are to
assist the Board in fulfilling its oversight responsibility with
respect to the financial affairs of CenterPoint Energy and its
subsidiaries. The Finance Committee reviews our financial
objectives and policies, financing strategy and requirements,
capital structure, and liquidity and related financial risk. The
Finance Committee also reviews and makes recommendations to the
Board regarding our dividend policy and actions, approves
specific debt and equity offerings and other capital
transactions within limits set by the Board, and reviews the
capital structure, financing plans and credit exposures of our
major subsidiaries.

Governance Committee

The primary responsibilities of the Governance Committee are to
identify, evaluate and recommend, for the approval of the entire
Board of Directors, potential nominees for election to the
Board; recommend membership on standing committees of the Board;
address and resolve any issues with respect to related-party
transactions and conflicts of interest involving our executive
officers, directors or other related persons;
oversee annual evaluations of the Board and management; review
and recommend fee levels and other elements of compensation for
non-employee directors; evaluate whether to accept a conditional
resignation of an incumbent director who does not receive a
majority vote in favor of election in an uncontested election;
and establish, periodically review and recommend to the Board
any changes to our Corporate Governance Guidelines. For
information concerning policies and procedures relating to the
consideration and determination of compensation of our
directors, including the role of the Governance Committee, see
Compensation of Directors beginning on page 16.

Strategic Planning Committee

The primary responsibilities of the Strategic Planning Committee
are to assist the Board in fulfilling its responsibilities to
monitor the development of and ultimately approve the
Companys strategies and strategic plan.

Executive Sessions of the Board

Our Corporate Governance Guidelines provide that the members of
the Board of Directors who are not officers of CenterPoint
Energy will hold regular executive sessions without management
participation. If at any time the non-management directors
include one or more directors who do not meet the listing
standards of the New York Stock Exchange for general
independence, the Board must hold an executive session at least
once each year including only the non-management directors who
are also independent. An executive session is currently
scheduled in conjunction with each regular meeting of the Board
of Directors. Currently, the Chairman of the Board
(Mr. Carroll) presides at these sessions.

Shareholder Communications with Directors

Interested parties who wish to make concerns known to the
non-management directors may communicate directly with the
non-management directors by making a submission in writing to
Board of Directors (independent members) in care of
our Corporate Secretary

at the address indicated on the first page of this proxy
statement. Aside from this procedure for communications with the
non-management directors, the entire Board of Directors will
receive communications in writing from shareholders. Any such
communications should be addressed to the Board of Directors in
care of the Corporate Secretary at the same address.

Attendance at Meetings of Shareholders

Directors are expected to attend annual meetings of
shareholders. All directors attended the 2009 annual meeting.

Website Availability of Documents

CenterPoint Energys Annual Report on
Form 10-K,
Corporate Governance Guidelines, the charters of the Audit
Committee, Finance Committee, Compensation Committee, Governance
Committee, and Strategic Planning Committee, the Code of Ethics
and the Ethics and Compliance Code can be found on our website
at
www.centerpointenergy.com
. Unless specifically stated
herein, documents and information on our website are not
incorporated by reference in this proxy statement.

The Governance Committee of the Board oversees fee levels and
other elements of compensation for CenterPoint Energys
non-employee directors, including the Companys
non-executive Chairman of the Board. The Governance Committee
retained Frederic W. Cook & Co., Inc. in 2008 to make
an updated assessment of director compensation levels.

Directors receive a cash retainer and fees for attending
meetings of the Board of Directors and each of its committees
and are eligible to receive annual grants of our common stock
under the Stock Plan for Outside Directors. Participation in a
plan providing split-dollar life insurance coverage has been
discontinued for directors commencing service after 2000.
Certain directors who commenced service prior to 2004 also
participated in a plan providing compensation after termination
of service as a director. Benefit accruals under this plan
ceased effective December 31, 2008.

Retainer and Meeting Fees

In 2009, each non-employee director received an annual retainer
of $50,000. The current level of the cash retainer paid to
directors was set in June 2004. Fees for attending meetings of
the Board and each of its committees are set at $2,000 per
meeting. In 2008, the supplemental retainers received by the
Chairmen of the Audit Committee and Compensation Committee were
increased to $15,000 and $10,000, respectively. The Chairmen of
each of the Finance, Governance and Strategic Planning
committees receive a supplemental annual retainer of $5,000 for
service as committee chairman. Fees earned or paid in 2009 are
set forth in the Fees Earned or Paid in Cash column of the
Director Compensation Table on page 19.

Chairmans Supplemental Retainer and Special Stock
Awards

Mr. Carroll receives the compensation payable to other
non-employee directors and a supplemental monthly retainer of
$30,000 for serving as the non-executive Chairman of the Board.
Mr. Carrolls supplemental monthly retainer was last
adjusted in October 2004. This position involves a substantial
commitment of time over and above regular service as a Board
member and member of committees of the Board. In addition, in
connection with his agreement in 2007 to continue to serve in
the position of Chairman through May 2010, Mr. Carroll
received 25,000 shares of CenterPoint Energy common

stock in May 2007, 2008, and 2009. In conjunction with his
duties as non-executive Chairman of the Board, we also provide
Mr. Carroll office space and administrative assistant
services.

Stock Plan for Outside Directors

Under the Stock Plan for Outside Directors, each non-employee
director may be granted an annual stock award of up to
5,000 shares of CenterPoint Energy common stock. The number
of shares of common stock granted to non-employee directors is
set by the Board annually. Each non-employee director serving as
of May 1, 2009 received an award of 4,000 shares of
common stock. Grants made under this plan vest in one-third
increments on the first, second and third anniversaries of the
grant date. Those shares fully vest in the event of the
directors death or upon a change in control (defined in
substantially the same manner as in the change in control
agreements for certain officers described in Potential
Payments upon Change in Control or Termination beginning
on page 51). Upon vesting of the shares, each director
receives, in addition to the shares, a cash payment equal to the
amount of dividend equivalents earned since the date of grant.
If a directors service on the Board is terminated for any
reason other than death or a change in control, the director
forfeits all rights to the unvested portion of the outstanding
grants as of the termination date. If the director is
70 years of age or older when he or she ceases to serve on
the Board of Directors, the directors termination date is
deemed to be December 31st of the year in which he or she
leaves the Board. In addition to the annual grant, a
non-employee director may receive a one-time grant of up to
5,000 shares of common stock upon commencing service as a
director, subject to the same vesting schedule described above.
No awards have been made under the provision allowing one-time
initial grants. The aggregate number of outstanding unvested
stock awards is set forth in footnote (2) to the Director
Compensation Table.

Deferred Compensation Plan

We maintain a deferred compensation plan that permits directors
to elect each year to defer all or part of their annual
retainer, supplemental annual retainer for committee
chairmanship and meeting fees. The supplemental monthly retainer
for service as Chairman of the Board is not eligible for
deferral under this plan. Interest accrues on deferrals at a
rate adjusted annually equal to the average yield during the
year of the Moodys Long-Term Corporate Bond Index plus two
percent. Directors participating in this plan may elect at the
time of deferral to receive distributions of their deferred
compensation and interest in three ways:

 an early distribution of either 50% or 100% of their
account balance in any year that is at least four years from the
year of deferral or, if earlier, the year in which they attain
age 70;

 a lump sum distribution payable in the year after
they reach age 70 or upon leaving the Board of Directors,
whichever is later; or

 15 annual installments beginning on the first of the
month coincident with or next following age 70 or upon
leaving the Board of Directors, whichever is later.

The deferred compensation plan is a nonqualified, unfunded plan,
and the directors are general, unsecured creditors of
CenterPoint Energy. No fund or other assets of CenterPoint
Energy have been set aside or segregated to pay benefits under
the plan. Refer to Rabbi Trust

under Potential Payments upon Change in Control or
Termination on page 56 for funding of the deferred
compensation plan upon a change in control.

The amounts deferred by directors in 2009 are set forth in
footnote (1) to the Director Compensation Table. The above
market earnings are reported in the Change in Pension Value and
Nonqualified Deferred Compensation Earnings column of the
Director Compensation Table.

Outside Director Benefits Plan

Non-employee directors elected to the Board before 2004
participated in our outside director benefits plan.
Participating directors accrued a cash amount equal to the
annual retainer (excluding any supplemental retainer) in effect
when the director terminates service multiplied by the number of
full years of service of the director. A full year of service
means completion of service as a non-employee director from one
annual meeting of shareholders to the following annual meeting
of shareholders. Directors elected prior to January 1,
2004, which include Messrs. Carroll, Cody, Crosswell,
Madison and Shannon, participated in this plan. In accordance
with the transition rules under Section 409A of the
Internal Revenue Code, the Board amended the plan to freeze
future benefit accruals under the plan effective
December 31, 2008 and to provide commencement of payments
as of February 1, 2009. Each active director participating
in this plan was given the opportunity to make a one-time
irrevocable election by December 31, 2008 as to the payment
form. Each active director elected a lump sum payment;
therefore, all accrued benefits under the plan were paid to them
on February 1, 2009. Please refer to footnote (4) to the
Director Compensation Table.

Executive Life Insurance Plan

Non-employee directors who were elected to the Board before 2001
(Messrs. Carroll and Crosswell) participate in an executive
life insurance plan. This plan provides endorsement split-dollar
life insurance with a death benefit equal to six times the
directors annual retainer, excluding any supplemental
retainer, with coverage continuing after the directors
retirement from the Board. Due to limits on the increases in the
death benefit under this plan, the death benefit for the current
eligible directors remains at $180,000. The annual premiums on
the policies are payable solely by CenterPoint Energy, and in
accordance with the Internal Revenue Code, the directors must
recognize imputed income based upon the insurers one-year
term rates. The director is also provided a tax
gross-up
payment for all taxes due on the imputed income associated with
the policy value so that coverage is provided at no cost to the
director. The applicable amounts are set forth in footnote
(5) to the All Other Compensation column of the Director
Compensation Table. Upon the death of the insured, the
directors beneficiaries will receive the specified death
benefit, and we will receive any balance of the insurance
proceeds.

The table below and the narrative in the footnotes provide
compensation amounts for our non-employee directors for 2009 as
well as additional material information in connection with such
amounts. For summary information on the provision of the plans
and programs, refer to the Compensation of Directors
discussion immediately preceding this table.

Change in

Pension Value

and

Fees

Nonqualified

Earned

Non-Equity

Deferred

or Paid

Stock

Incentive Plan

Compensation

All Other

in Cash

Awards

Option Awards

Compensation

Earnings

Compensation

Total

Name

($)
(1)

($)
(2)

($)
(3)

($)
(3)

($)
(4)

($)
(5)

($)

Donald R. Campbell

100,000

43,200









143,200

Milton Carroll

445,000

296,200





26,967

4,602

772,769

Derrill Cody

93,000

43,200









136,200

O. Holcombe Crosswell

80,000

43,200





38,416

10,548

172,164

Michael P. Johnson

80,000

43,200









123,200

Janiece M. Longoria

90,000

43,200





8,293



141,493

Thomas F. Madison

90,000

43,200









133,200

Robert T. OConnell

89,000

43,200









132,200

Susan O. Rheney

84,000

43,200









127,200

Michael E. Shannon

97,000

43,200









140,200

Peter S. Wareing

90,000

43,200





11,576



144,776

Sherman M. Wolff

92,000

43,200





7,819



143,019

(1)

Includes annual retainer, supplemental retainer, Board meeting
fees and Committee meeting fees for each director as more fully
explained under Compensation of Directors 
Retainer and Meeting Fees and Compensation of
Directors  Chairmans Supplemental Retainer and
Special Stock Awards above.

Mr. Carrolls supplemental retainer includes a
supplemental monthly retainer of $30,000 for service as Chairman
of the Board and a $5,000 supplemental annual retainer for
serving as Chairman of the Governance Committee.
Mr. Carroll elected to defer his annual retainer and his
supplemental annual retainer for serving as Chairman of the
Governance Committee during 2009.

Mr. Campbell received a supplemental annual retainer for
serving as Chairman of the Audit Committee beginning in April
2009. Mr. Shannon received a supplemental annual retainer
for serving as Chairman of the Audit Committee in 2009 until
Mr. Campbells appointment in April.
Messrs. Cody, Madison and OConnell each received a
supplemental annual retainer for serving as Chairman of the
Strategic Planning, Compensation, and Finance Committees,
respectively. Messrs. Wareing and Wolff elected to defer
their meeting fees and annual retainer, and Mr. Crosswell
elected to defer his annual retainer during 2009.

(2)

Reported amounts in the table represent the aggregate grant date
fair value of awards computed in accordance with FASB ASC Topic
718 as of the grant date. For purposes of the table above, the
effects of estimated forfeitures are excluded. In May 2009, we
issued Mr. Carroll 25,000 shares of CenterPoint Energy
common stock pursuant to his May 2007 agreement with us. The
value of the shares at issuance was based on the closing price
of our common stock on the New York Stock Exchange Composite
Tape of $10.12 on May 29, 2009.

Upon the recommendation of the Governance Committee, the Board
granted each non-employee director 4,000 shares of common
stock on May 1, 2009 under our Stock Plan for Outside
Directors. The grant date fair value of the awards based on the
average of the high and low market price of our common stock on
the New York Stock Exchange Composite Tape was $10.80. At
December 31, 2009, each of our non-employee directors had
7,999 unvested stock awards, except for (i) Mr. Wolff
who had 6,666 unvested stock awards and
(ii) Ms. Rheney and Mr. Johnson who each had
4,000 unvested stock awards.

The Board does not grant stock options or non-equity incentive
plan compensation to non-employee directors.

(4)

Outside director benefits plan.
Under the outside
director benefits plan, non-employee directors elected to the
Board before 2004 accrued a cash amount equal to the annual
retainer (excluding any supplemental retainer) in effect when
the director terminates service multiplied by the number of full
years of service as a director. A full year of service means
completion of service from one annual meeting of shareholders to
the following annual meeting. The Board amended the plan to
freeze future benefit accruals under the plan effective
December 31, 2008. In conjunction with the decision to
freeze the director benefits plan, each director was granted a
full year of service from the 2008 annual meeting of
shareholders, as all participating directors would remain until
the 2009 annual meeting of shareholders. The Board also amended
the plan to provide commencement of benefit payments as of
February 1, 2009. Each active director elected a lump sum
payment of his or her benefit actuarially adjusted based on an
interest rate of 4.52%, and all accrued benefits under the plan
were paid to them in February 2009.

The actuarial present value of each directors benefit as
of December 31, 2009, is a negative amount equivalent to
the distribution received during 2009. The following table sets
forth the number of years of service credited and payments paid
in February 2009 for each director in the plan:

Present Value of

Years of

Accrued

Service

Benefit as of

Payments

Name

Through 2009

December 31, 2009 ($)

During 2009 ($)

Carroll

18



456,631

Cody

7



269,377

Crosswell

24

(a)



737,936

Madison

7



269,377

Shannon

7



269,377

(a)

Mr. Crosswells service includes service on the board
of directors of NorAm Energy Corp., which we acquired in 1997,
and the predecessor of a division of that company.

The following table shows stock ownership of known beneficial
owners of more than 5% of CenterPoint Energys common
stock, each director or nominee for director, the Chief
Executive Officer, the Chief Financial Officer, the three other
most highly compensated executive officers, and the executive
officers and directors as a group. Information for the executive
officers and directors is given as of March 1, 2010 except
as otherwise indicated. The directors and officers, individually
and as a group, beneficially own less than 1% of CenterPoint
Energys outstanding common stock. Beneficial ownership is
determined in accordance with
Rule 13d-3
under the Securities Exchange Act, and, except as otherwise
indicated, the respective holders have sole voting and
investment powers over such shares.

Number of Shares of

CenterPoint Energy

Name

Common Stock

Barrow, Hanley, Mewhinney & Strauss, LLC

31,596,633

(1)

2200 Ross Avenue, 31st Floor

Dallas, Texas 75201

Northern Trust Corporation

25,906,507

(2)

50 South LaSalle Street

Chicago, Illinois 60603

Vanguard Windsor Funds  Vanguard Windsor II Fund

24,160,200

(3)

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

BlackRock, Inc.

21,060,499

(4)

40 East 52nd Street

New York, New York 10022

The Vanguard Group, Inc.

19,996,263

(5)

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

Donald R. Campbell

20,001

Milton Carroll

90,001

(6)

Derrill Cody

26,001

O. Holcombe Crosswell

32,096

(7)

C. Gregory Harper

13,628

(8)

Michael P. Johnson

3,200

Janiece M. Longoria

14,670

Thomas F. Madison

18,501

David M. McClanahan

1,153,286

(8)(9)

Robert T. OConnell

10,001

Susan O. Rheney

2,000

Scott E. Rozzell

430,080

(8)(9)

Michael E. Shannon

18,001

Thomas R. Standish

303,156

(7)(8)(9)

R. A. Walker



Peter S. Wareing

80,001

(10)

Gary L. Whitlock

361,821

(8)(9)

Sherman M. Wolff

7,334

(11)

All executive officers and directors as a group (18 persons)

2,583,778

(1)

This information is as of December 31, 2009 and is based on
a Schedule 13G/A filed with the Securities and Exchange
Commission on February 9, 2010 by Barrow, Hanley,
Mewhinney & Strauss, LLC. This represents 8.09% of the
outstanding common stock of CenterPoint Energy. The
Schedule 13G/A reports sole voting

power for 2,924,420 shares of common stock, shared voting
power for 28,672,213 shares of common stock and sole
dispositive power for 31,596,633 shares of common stock.

(2)

This information is as of December 31, 2009 and is based on
a Schedule 13G/A filed with the Securities and Exchange
Commission on February 16, 2010 by Northern
Trust Corporation and certain of its subsidiaries. This
represents 6.64% of the outstanding common stock of CenterPoint
Energy. The Schedule 13G/A reports sole voting power for
1,166,698 shares of common stock, shared voting power for
24,727,085 shares of common stock, sole dispositive power
for 3,399,173 shares of common stock and shared dispositive
power for 1,139,781 shares of common stock. CenterPoint
Energy understands that the shares reported include
21,320,436 shares of common stock held as trustee of
CenterPoint Energys savings plan which provides for
pass-through voting by plan participants.

(3)

This information is as of December 31, 2009 and is based on
a Schedule 13G/A filed with the Securities and Exchange
Commission on February 4, 2010 by Vanguard Windsor
Funds  Vanguard Windsor II Fund. This represents
6.18% of the outstanding common stock of CenterPoint Energy. The
Schedule 13G/A reports sole voting power for
24,160,200 shares of common stock.

(4)

This information is as of December 31, 2009 and is based on
a Schedule 13G filed with the Securities and Exchange Commission
on January 29, 2010 by BlackRock, Inc. This represents
5.39% of the outstanding common stock of CenterPoint Energy. The
Schedule 13G reports sole voting power for
21,060,499 shares of common stock, no shared voting power
for shares of common stock and sole dispositive power for
21,060,499 shares of common stock.

(5)

This information is as of December 31, 2009 and is based on
a Schedule 13G/A filed with the Securities and Exchange
Commission on February 8, 2010 by The Vanguard Group, Inc.
This represents 5.12% of the outstanding common stock of
CenterPoint Energy. The Schedule 13G/A reports sole voting
power of 624,059 shares of common stock, sole dispositive
power for 19,437,504 shares of common stock and shared
dispositive power of 558,759 shares of common stock.

(6)

Includes 60,000 shares held in brokerage margin accounts or
pledged to secure loans.

(7)

Includes shares held by spouse.

(8)

Includes shares of CenterPoint Energy common stock held under
CenterPoint Energys savings plan, for which the
participant has sole voting power (subject to such power being
exercised by the plans trustee in the same proportion as
directed shares in the savings plan are voted in the event the
participant does not exercise voting power).

(9)

Includes shares covered by CenterPoint Energy stock options that
are exercisable within 60 days of March 1, 2010 as
follows: Mr. McClanahan, 562,241 shares;
Mr. Rozzell, 230,669 shares; Mr. Standish,
149,260 shares; Mr. Whitlock, 178,919 shares; and
the group, 1,121,089 shares. No stock options have been
granted to Mr. Harper.

(10)

Includes shares held in trust for benefit of spouse, as to which
Mr. Wareing disclaims beneficial interest.

(11)

Includes shares acquired subsequent to March 1, 2010 and
shares held in trust for benefit of spouse of which
Mr. Wolff is a trustee.

The following compensation discussion and analysis contains
information regarding measures applicable to performance-based
compensation and targets and other achievement levels associated
with these measures. CenterPoint Energy cautions investors not
to regard this information, to the extent it may relate to
future periods or dates, as forecasts, projections or other
guidance. The reasons for this caution include the following:
The information regarding performance objectives and associated
achievement levels was formulated as of earlier dates and does
not take into account subsequent developments. The objectives
may include adjustments from, or otherwise may not be comparable
to, financial and operating measures that are publicly disclosed
and may be considered of significance to investors. Some
achievement levels, such as those relating to incentives for
exceptional performance, may be based on assumptions that differ
from actual results.

Objective
and Design of Executive Compensation Program

The objective of CenterPoint Energys executive
compensation program is to enable us to recruit and retain
highly qualified managerial talent by providing market-based
levels of compensation. We also seek to motivate our executives
to achieve individual and business performance objectives by
varying their compensation in accordance with the success of our
business. To achieve our objective, we believe that our
executive compensation program must be competitive with that of
our peer companies and other likely competitors for executive
talent.

To help ensure market-based levels of compensation, we measure
the major elements of compensation annually for a job against
available data for similar positions in other companies. We
believe annual measurement is generally appropriate, because the
market itself is subject to variations over time as a result of
changes within peer companies and the supply and demand for
experienced executives. Once the market value for a position is
determined, we compare the compensation levels of individual
incumbents to these market values. The salary level and short
term and long term incentive target percentages for each named
executive officer are based on market data for the
officers position. Compensation levels can vary compared
to the market due to a variety of factors such as experience,
tenure and individual performance.

In light of our focus on determining market value for each
position, we do not employ analyses that compare compensation
levels of our named executive officers with each other or with
other employees within the Company. We recognize, however, that
the compensation of our Chief Executive Officer,
Mr. McClanahan, is substantially greater than the
compensation of the other named executive officers. The
differential in total compensation stems from
Mr. McClanahans long tenure with CenterPoint and its
predecessors and his participation in legacy benefit plans that
are no longer available to newly-hired executives. For example,
during most of his over 35 years of service with the
Company, Mr. McClanahan has participated in our pension
plan final average pay formula in which the benefit grows based
on his years of service and final average pay. After 2008 the
benefit under the final average pay formula was frozen and the
benefit that an employee had under that formula was converted to
a lump sum. For long-tenured employees such as
Messrs. McClanahan and Standish, the accounting for this
change resulted in an increase in the reported Change in Pension
Value for 2009, which is shown in the Summary Compensation Table
at page 34.

We define the major elements of compensation as base salary and
short term and long term incentives. We target the market median
(50th percentile) for each major element of compensation
because we believe the market median is a generally accepted
benchmark of external competitiveness.

We believe compensation programs can drive the behavior of
employees covered by the programs, and accordingly we seek to
design our executive compensation program to align compensation
with current and desired corporate performance and shareholder
interests. Actual compensation in a given year will vary based
on CenterPoint Energys performance, and to a lesser
extent, on subjective appraisals of individual performance. In
other words, while compensation targets will to a large extent
reflect the market, actual compensation will reflect CenterPoint
Energys attainment of (or failure to attain) financial and
operational performance objectives.

We maintain competitive benefit programs for our employees,
including our named executive officers, with the objective of
retaining their services. Our benefits reflect competitive
practices at the time the benefit programs were implemented and,
in some cases, reflect our desire to maintain similar benefits
treatment for all employees in

similar positions. To the extent possible, we structure these
programs to deliver benefits in a manner that is tax efficient
to both the recipient and CenterPoint Energy.

Role of
Compensation Committee

The Compensation Committee of the Board of Directors oversees
compensation for our named executive officers and other senior
executives, including base salary and short term and long term
incentive awards. The Committee also administers incentive
compensation plans, evaluates our Chief Executive Officers
performance and reviews management succession planning and
development. The Board has determined that the members of the
Committee meet the applicable requirements for independence
under the listing standards of the New York Stock Exchange
discussed under Director Independence on page 9.

Role of Consultant.
To assist in carrying out
its responsibilities, the Committee retains a consultant to
provide independent advice on executive compensation and to
perform specific tasks as requested by the Committee. The
consultant reports directly to the Committee, which pre-approves
the scope of work and the fees charged. Since October 2006,
Frederic W. Cook & Co., Inc. has served as consultant
to the Committee. No other services were provided to us by
Cook & Co. in 2009. From time to time, the Governance
Committee of the Board of Directors also has retained
Cook & Co. to provide independent advice on director
compensation. Either committee may also direct the consultant to
perform additional analyses or research related to compensation
issues.

Decisions Made by the Compensation
Committee.
At least annually, the Compensation
Committee reviews and may recommend that the Board approve
adjustments to base salary for our named executive officers. In
addition, the Committee may adjust short term and long term
incentive target compensation levels for the named executive
officers to better align compensation with our market-based pay
philosophy. In establishing individual incentive targets and
awards, the Committee considers the data provided by its
consultant, the level and nature of the executives
responsibility, the executives experience and the
Committees own subjective assessment of the
executives performance. In making these determinations,
the Committee also takes into account our Chief Executive
Officers performance evaluations of and recommendations
regarding the other named executive officers.

Annually, the Committee directs Cook & Co. to review
the base salary and short term and long term incentive levels of
our most senior executives including the named executive
officers. In order to ensure that our compensation programs are
market-based, Cook & Co. analyzes and matches the
position and responsibilities of each executive either to proxy
statement data from a peer group of utility companies or to
published compensation surveys covering both the utility
industry and general industry. We do not consider geographical
differences to be a relevant factor since we recruit on a
national basis.

For 2010, the peer group for proxy statement data was broadened
to 17 publicly traded utility companies. The resulting peer
group companies generate at least 70% of their income from
regulated operations and are included in the S&P Utility
Index. Ameren Corporation and FPL Group, Inc. were removed from
the peer group used in 2009 because they no longer generate at
least 70% of their income from regulated operations. Atmos
Energy Corporation was removed as it is not in the S&P
Utility Index. Six companies from the S&P Utility Index
that generate at least 70% of their income from regulated
operations were added to the peer group in 2010. These new
entrants were American Electric Power, Integrys Energy Group,
Inc., Scana Corporation, Southern Company, TECO Energy and
Wisconsin Energy.

The resulting group of 17 companies is now identical to the
panel of companies used for measuring our relative total
shareholder return for purposes of valuing long term incentives
as referenced on page 44. We believe the resulting group is
aligned with our peers and competitors. We also believe the
companies in a larger data set will be

less subject to wide changes in compensation data. Prior to
conducting its 2010 analysis, the Committee asked
Cook & Co. to revalidate the proposed peer group.
Cook & Co. revalidated the proposed peer group by
comparing us to key financial metrics of the companies and
recommended approval of the changes.

Role of
Executive Officers

Of the named executive officers, only our Chief Executive
Officer has a role in determining executive compensation
policies and programs. Our Chief Executive Officer works with
business unit and functional leaders along with our internal
compensation staff to provide information to the Committee to
help ensure that all elements of compensation support our
business strategy and goals. Our Chief Executive Officer reviews
internally developed materials before they are furnished to the
Committee.

Our Chief Executive Officer reviews and recommends specific
Company performance metrics to be used in short and long term
incentive plans. Our Chief Executive Officer works with the
various business units and functional departments and with our
Corporate Financial Planning and Performance Department to
develop these metrics, which are then presented to the Committee
for its consideration and approval.

Our Chief Executive Officer reviews and recommends changes to
the peer companies used for compensation purposes using internal
analyses of revenue and the percentage of income from regulated
operations. These recommendations are then presented to the
Committee for its consideration and approval.

Within the parameters of the compensation policies established
by the Committee, our Chief Executive Officer also makes
preliminary recommendations for base salary adjustments and
short term and long term incentive levels for the other named
executive officers. Our Chief Executive Officer also recommends
payment amounts for the non-formulaic portion of the other
executive officers short term incentive plan awards. Our
Chief Executive Officer bases his recommendations on a variety
of factors such as his appraisal of the executives job
performance and contribution to CenterPoint Energy, improvement
in organizational and employee development and accomplishment of
strategic priorities. Our Chief Executive Officer does not make
any recommendations regarding his own compensation.

Review of
Elements of Compensation

Compensation Philosophy.
As indicated above,
we seek to provide compensation that is competitive, both in
total level and in individual components, with the companies we
believe are our peers and other likely competitors for executive
talent. By competitive, we mean that total compensation and each
element of compensation corresponds to a market-determined
range. Competitive compensation is normally sufficient to
attract executive talent to the Company. Competitive
compensation also makes it less likely that executive talent
will be lured away by higher compensation to perform a similar
role with a similarly-sized competitor. We also believe that a
substantial portion of compensation for executives should be
at risk, meaning that the executives will receive a
certain percentage of their total compensation only to the
extent CenterPoint Energy and the executive accomplish goals
established by the Committee. We expect senior level executives,
including the named executive officers, to have a higher
percentage of their total compensation at risk. By this means,
we seek to align each of our named executive officers with the
short and long term performance objectives of CenterPoint Energy
and with the interests of our shareholders. The size of at
risk compensation is expressed as a percentage of base
salary.

Base Salary.
Base salary is the foundation of
total compensation. Base salary recognizes the job being
performed and the value of that job in the competitive market.
Base salary must be sufficient to attract and retain the talent
necessary for our continued success and provides an element of
compensation that is not at risk in order to avoid fluctuations
in compensation that could distract the executives from the
performance of their responsibilities. Our intent is that base
salary for our most senior executives, including the named
executive officers, will be positioned near the
50th percentile of base salaries in the comparable
competitive market.

Annual adjustments to base salary primarily reflect either
changes or responses to changes in market data or increased
experience and individual contribution of the employee. The
typical date for making these adjustments is April 1; however,
adjustments may occur at other times during the year to
recognize new responsibilities or new data

regarding the market value of the job being performed. Changes
in base salary impact short and long term incentive payouts, as
well as some benefits.

A newly named executive or an executive whose responsibilities
have significantly increased may be moved to the market median
(50th percentile) over several years. Decreases in base
salary are rare. It is considered a preferred human resources
practice to freeze base salary over several years rather than
reduce base salary if a named executive officers level of
responsibility has been decreased or market data for the job has
declined.

The Compensation Committee did not increase the base salaries
for our named executive officers in 2009 in response to the
uncertainty in the financial and credit markets and in
consideration of the fact that many companies were reducing or
eliminating base pay increases in light of the recession.

Short Term Incentives.
Our short term
incentive plan provides an annual cash award that is designed to
link each employees annual compensation to the achievement
of annual performance objectives for CenterPoint Energy and the
individuals business unit, as well as to recognize the
employees performance during the year. The target for each
employee is expressed as a percentage of base salary earned
during the year.

The Compensation Committee determines each named executive
officers short term incentive target by taking into
account the market analysis performed annually by the consultant
as described above and recommendations from the Chief Executive
Officer for officers other than himself. Named executive
officers, who are expected to have a greater percentage of total
pay at risk, have higher incentive targets. There were no
changes in short term incentive targets for our named executive
officers for 2009 as shown in the table on page 30 in the
column Short Term Incentive Target %.

The achievement of performance objectives, which the Committee
establishes and approves annually, is used to determine the
funding of the short term incentive plan for the year. For each
performance objective, a target performance level is established
at the beginning of the year. If actual performance is achieved
at that target level, the plan is funded at 100% for that
performance objective. A threshold level of achievement is also
established for the performance objective. Achievement must meet
at least the threshold level for any funding to be provided on
that performance objective. At the threshold level, funding for
that performance objective is 50% of the target amount.
Similarly, a maximum level of performance is established for
each performance objective, which results in funding for that
objective at 150% of the target amount if the maximum level of
performance is achieved. An exceptional achievement level is
established at 200% of target for performance objectives related
to core operating income. Linear interpolation is used to
determine funding for performance between achievement levels.
The maximum funded amount under the plan is limited based on the
percentage achievement level of the applicable performance
objectives and the base salary earned multiplied by his or her
short term incentive target.

The Committee establishes and approves the specific performance
objectives based on possible objectives included in the plan,
which was last approved by shareholders in 2006. Performance
objectives are based on company and business unit financial and
operational factors determined to be critical to achieving our
desired business plans. Performance objectives are designed to
reflect goals and objectives to be accomplished over a
12-month
measurement period; therefore, incentive opportunities under the
plan are not impacted by compensation amounts earned in prior
years. At the end of the year, the Committee compares the actual
results to the pre-established performance objectives and
certifies the extent to which the objectives are achieved for
funding the incentive plan.

Because an important component of our business plan is
successful financial performance, the primary performance
objectives for 2009 were based on core operating income.
Core operating income is our reported operating
income adjusted to reflect what we consider to be our core
operational business performance in the period being measured.
The adjustments made to our reported operating income to arrive
at our core operating income are detailed at page 39.

For 2009, our Chief Executive Officers only performance
objective was achievement of our targeted core operating income.
Performance objectives for each of the other named executive
officers were based on a matrix of performance objectives for
the Company as a whole and for the various business units.
Business unit performance objectives include (i) achieving
specified levels of core operating income for the business unit,
(ii) achieving specified levels of modified cash flow for
the business unit, (iii) controlling expenditures and
(iv) non-financial

operational performance objectives such as reliability indices,
safety-related incident rates, customer satisfaction ratings,
progress or completion of projects and other objectives relating
to the services provided by CenterPoint Energy.

Additional detail regarding targets and specific performance
objectives for our named executive officers for 2009 and an
example of the funding and distribution calculation are provided
following the Grants of Plan-Based Awards for Fiscal 2009 table
under Non-Equity Incentive Plan Awards beginning on page 38.

The short term incentive plan includes a formulaic payment equal
to 50% of the funding of the plan. The Committee exercises
discretion in determining all distributions above the formulaic
amount for the named executive officers, but performance awards
cannot exceed the funded amount under the plan. The Committee
only exercises discretion with respect to performance awards in
excess of the formulaic amount but less than the full funding of
the plan for named executive officers. In exercising its
discretion, the Committee may assess an individual
executives contribution to the achievement of the
performance objectives, as well as any special circumstances
that may justify the amount awarded. The Committee also
considers the input of our Chief Executive Officer on the amount
to be awarded to each of the other named executive officers. The
maximum funding amount under the plan is 200% of target for
Mr. McClanahan, 180% of target for Messrs. Whitlock
and Rozzell, 173% of target for Mr. Standish and 182% of
target for Mr. Harper. The maximum award a named executive
may receive is 200% of target. The Committee has discretion to
pay awards that are not tied to performance objectives. Any
amount paid in excess of the funded amount is reported as a
bonus instead of non-equity incentive plan compensation.

The scaling of target levels necessary to achieve threshold,
target, maximum and exceptional performance is based on an
assessment of expected business performance during the
measurement period. Over a period of years, if we achieve
expected business performance, the short term incentive program
should pay out at target levels. In order for a program to be
motivational, there should be a high likelihood of achieving at
least threshold performance in a given year. Also in a given
year, we believe there should be a reasonable likelihood of
achieving target performance. In order to create additional
incentive for exceptional performance, funding for short term
incentive goals related to core operating income can reach 200%
of target, but it is not expected that this level of funding
would be triggered in most years.

The short term incentive awards with respect to 2009 are
described in the Grants of Plan-Based Awards for Fiscal Year
2009 table on page 37 and the discussion following the
table. Based on the Committees assessment of their
individual contributions, the Committee authorized awards to
each of the named executive officers equal to their respective
funded amounts. These awards, expressed as a percentage of their
individual target awards, were 90% for Mr. McClanahan, 115%
for Messrs. Whitlock and Rozzell, 129% for
Mr. Standish, and 110% for Mr. Harper.

Effective January 1, 2010, the Compensation Committee
revised the terms of the short term incentive plan for
participants who are or become retirement eligible
(age 55 with five years of service) during the year.
Retirement eligible participants who terminate employment will
receive a short term incentive payment, if any, under the short
term incentive plan based on the actual achievement of the
applicable performance objectives, pro-rated for the period of
employment during the calendar year. By contrast, prior
years short term incentive awards, including those for
2009, provided that retirement eligible participants received a
pro-rated payment upon separation from service based on the
target achievement level of the applicable performance objective.

Long Term Incentives.
We provide a long term
incentive plan in which each of our executive officers,
including our named executive officers, and certain other
management-level employees participate. At our 2009 annual
meeting, stockholders approved the CenterPoint Energy, Inc. 2009
Long Term Incentive Plan, the terms of which are substantially
similar to the prior long term incentive plan. Awards made in
February 2009 were made under the prior long term incentive
plan. Our long term incentive plan is designed to reward
participants for sustained improvements in CenterPoint
Energys financial performance and increases in the value
of our common stock and dividends over an extended period.

The Committee authorizes grants annually at a regularly
scheduled meeting during the first quarter of the year. Grants
can be made from a variety of award types authorized under our
long term incentive plan. In recent years, we

have emphasized performance-based shares, with the primary
performance objective being our total shareholder return
compared to that of a subset of the S&P Utility Index
comprised of 17 companies (not including CenterPoint
Energy) that generate at least 70% of their income from
regulated operations. We refer to this group of companies as the
regulated utility subset of the S&P Utility Index.

For the
2010-2012
award, Ameren Corporation, First Energy Corporation, FPL Group
and NICOR Inc. were removed from the group because they no
longer generate at least 70% of their income from regulated
operations. Integrys Energy Group Inc., Scana Corporation and
Wisconsin Energy were added as they were new entrants to the
S&P Utility Index, and they generate at least 70% of their
income from regulated operations. Northeast Utilities was added
because they were an existing member of the S&P Utility
index, and their percentage of income from regulated operations
now meets the 70% threshold.

We have also made stock awards which vest based on continued
service over a three-year period and the achievement of a
performance goal based on the level of dividends declared over
the vesting period. Over a period of years, if we achieve
expected business performance, the long term incentive plan
should pay out at target levels.

A three-year performance period is used for grants under the
long term incentive plan for several reasons. A three-to-five
year period is a typical performance measurement period for this
type of compensation element, and a three-year period is what we
have traditionally used. Three years is of sufficient duration
so that high or low performance in one year should neither
guarantee nor preclude a payout. Three years duration also
helps assure participants that their performance will influence
a payout during the measurement period. As a result of the
three-year performance periods, in any given year each named
executive officer generally has outstanding grants covering
three concurrent periods.

On February 18, 2009, the Committee authorized awards as
shown in the columns captioned Estimated Future Payouts Under
Equity Incentive Plan Awards in the Grants of Plan-Based Awards
for Fiscal Year 2009 table on page 37. The Committee set a
target percentage of each named executive officers base
salary that was consistent with our objective of targeting the
market median compensation level as described above. The target
award levels for 2009 were increased in some cases to address
shortfalls in compensation levels relative to market data and to
advance the retention and motivational objectives of our
compensation program. Vesting and payout of the performance
shares will be determined based on the level of achievement of
each performance objective over the three-year cycle of January
2009 through December 2011. For additional detail regarding the
grants, see the discussion following the Grants of Plan-Based
Awards for Fiscal Year 2009 table under Equity Incentive Plan
Awards  Long Term Incentive Plan Awards Granted in
February 2009 beginning on page 43.

Long term incentive compensation is allocated between
performance shares and stock awards on a 70% and 30% basis,
respectively. This allocation provides what the Committee
considers to be an appropriate blend of grants, as supported by
Cook & Co.s analysis. Our performance share
awards were made in three separate, equal grants, with the
payout opportunity for each grant based on a different
performance objective. The first is based on total shareholder
return over the three-year performance cycle as compared to that
of the 17 other companies included in the regulated utility
subset of the S&P Utility Index described above, the second
is based on achieving our modified cash flow goal and the third
is based on improvement in our core operating income over the
three-year performance cycle.

Total shareholder return is a widely utilized metric that
captures stock price appreciation and dividend yield. By
comparing CenterPoint Energys total shareholder return to
the other companies included in the regulated utility subset of
the S&P Utility Index, threshold payout for this metric is
achieved by the creation of shareholder value that places
CenterPoint Energy at the 40th percentile within this group
(tenth out of the 18 company peer group that includes
CenterPoint Energy). Maximum payout for this metric is achieved
by the creation of shareholder value that places CenterPoint
Energy in the third position or higher within the group. Linear
interpolation is used to reward

performance between threshold and maximum. We intend for the
total shareholder return measure to provide a reasonable chance
of threshold performance, thus enhancing the motivational
effects of the plan, while requiring a rank in the top three
companies for maximum payout. We believe the regulated utility
subset of the S&P Utility Index is a reasonable proxy for
the universe of companies engaged in businesses similar to ours.

The Committee established achievement of core operating income
and modified cash flow, as compared with our targeted
performance reflected in our five-year plan at the time these
awards were made, as two other performance objectives for long
term incentive awards made in 2009 as well as 2010. As in the
case of core operating income for our short term incentive
awards, we calculate these measures from our reported financial
results, adjusted for certain factors to reflect what we
consider to be our true operational performance over the
performance cycle. Both of these were adopted as performance
objectives because they measure our degree of success in the
achievement of our business plan. We intend that the objectives
will provide a reasonable chance of achieving threshold
performance, thus enhancing the motivational effects of the
plan, while requiring significant income growth for maximum
payout. For a detailed description of the calculation of core
operating income and modified cash flow, see page 38.

If actual achievement for the performance objective under an
award does not meet at least the threshold level, the
Compensation Committee will not approve a distribution under the
plan related to that award. If a performance objective meets or
exceeds the threshold level, the Committee may approve a payout
ranging from 50% to 150% of target based on actual achievement
level.

The February 18, 2009 awards shown in the Grants of
Plan-Based Awards for Fiscal Year 2009 table on page 37
also include stock awards. Vesting of these awards requires
continuous service through the February 18, 2012 vesting
date and a performance objective of declaring a minimum of $2.28
per share in cash dividends on CenterPoint Energy common stock
during the three-year vesting period.

Payments of both the performance share awards and the stock
awards will be made in the form of shares equal in number to the
shares covered by the award multiplied by the achievement
percentage, if applicable, subject to withholding to satisfy tax
obligations. Please refer to Potential Payments Upon
Change in Control or Termination for the impact of a
change in control or termination of employment on outstanding
grants.

Both the performance shares and the stock awards accrue dividend
equivalents over the performance cycle or vesting period,
respectively, at the same level as dividends earned by
shareholders on shares of common stock outstanding. Dividend
equivalents on the shares which are vested are paid in cash when
the vested shares are distributed.

In addition, the Compensation Committee revised the terms of the
performance share awards and stock awards for participants who
are or become retirement eligible (age 55 with
five years of service) during the performance period. The terms
of the 2009 performance share and stock awards provide that
retirement eligible participants who terminate employment will
receive a payment under the award, if any, based on the actual
achievement of the applicable performance objective at the end
of the performance period or vesting period, respectively, with
any such amount pro-rated for the period of their employment
during that period. The 2009 performance share and stock awards
also provide that upon termination for cause, no benefits are
payable under the award agreements. By contrast, prior
years performance and stock awards provided that
retirement eligible participants received a payment upon
separation from service based on the target achievement level
regardless of the actual results of the performance objectives,
pro-rated for the period of their employment during the period.

Changes in 2009 to Compensation.
During 2009,
the Committee reviewed but did not change the base salary and
short term incentive target of the named executives. The
Committee did approve changes to the long term

incentive target of the named executives other than
Messrs. McClanahan and Harper. For 2009, base salaries,
short term incentive and long term incentive targets for the
named executives were as follows:

Base Salary

Short Term Incentive

effective 04/01/09

Target % as of 01/01/09

Long Term Incentive

Name

(No change)

(No change)

Target % as of 01/01/09

David M. McClanahan

$

1,060,000

100% of base salary

200% (No change)

Gary L. Whitlock

$

505,000

75% of base salary

Increase from 135% to 140% of base salary

Scott E. Rozzell

$

475,000

75% of base salary

Increase from 135% to 140% of base salary

Thomas R. Standish

$

457,000

75% of base salary

Increase from 135% to 140% of base salary

C. Gregory Harper

$

340,000

70% of base salary

90% of base salary
(No change)

The 2009 adjustments to long term incentive targets primarily
reflect either changes in market data for the executives
position or the increased experience level and individual
contribution of the executive. The Committee reviews each
element of compensation annually to improve alignment with
stated compensation objectives. In its review, the Committee
also takes into consideration whether any incentive compensation
target or performance objective could lead to a decision by an
executive to take an inappropriate level of risk for the Company.

Effective April 1, 2010, base salaries for named executive
officers will increase to the following amounts:
Mr. McClanahan, $1,100,000; Mr. Whitlock, $525,000;
Mr. Rozzell, $490,000; Mr. Standish, $472,000 and
Mr. Harper, $355,000. For 2010, there are no changes in the
short term incentive or long term incentive targets for the
named executive officers.

Equity
Award Practices

Under our newly approved long term incentive plan, our practice
is to price annual grants of equity awards at the closing market
price for our common stock on the New York Stock Exchange on the
grant date, which is the date the Compensation Committee
approves the grants. This practice is in accordance with the
terms of our long term incentive plan. In recent years, long
term incentive grants made other than at the time of the annual
grants have been provided to new employees only. These types of
grants are approved by the Compensation Committee or, with
respect to our non-executive officers, a Special Stock Award
Committee, which consists of our Chief Executive Officer and the
Chairman of the Compensation Committee.

We do not have a practice of timing grants in coordination with
the release of material information or timing grants to enhance
the value of stock options to optionees. We have not granted
stock options since 2004.

Recoupment
of Awards

The Board has implemented a policy for the recoupment of short
term
and/or
long term incentive payments in the event an officer is found to
have engaged in any fraud, intentional misconduct or gross
negligence that leads to a restatement of all, or a portion of,
our financial results. This policy permits us to pursue recovery
of incentive payments if the payment would have been lower based
on the restated financial results.

Stock
Ownership Guidelines

With the approval of the Compensation Committee, we have
established executive stock ownership guidelines applicable to
our named executive officers and all other officers. The
guidelines indicate that our Chief Executive Officer should own
CenterPoint Energy common stock having a market value of four
times base salary, and the other named executive officers should
own CenterPoint Energy common stock having a market value of
three times their respective base salaries. For purposes of the
guidelines, the ownership requirement is determined based on the
executives base salary at the time he or she becomes
covered by the guidelines or at the time of promotion to a
higher level covered by the guidelines. The base salary multiple
is converted to a fixed number of shares (rounded to

the nearest 100 shares) using the prior
365-day
average closing price of our common stock as reported by the
New York Stock Exchange.

In addition to shares owned outright, equivalent shares held in
our savings plan, unvested stock awards and the target number of
performance-based shares from the long term incentive plan and
shares held in trust are counted towards the guidelines. Until
the designated ownership level is reached, the guidelines
suggest that the officer retain at least 50% of the after-tax
shares delivered through the long term incentive plan. Certain
exclusions apply to the retention expectation, such as estate
planning, gifts to charity, education and the purchase of a
primary residence. Newly hired or recently promoted officers are
given a reasonable period of time to comply with these
guidelines. The Committee reviews the officers stock
holdings annually to monitor compliance with these guidelines.

The stock ownership guidelines were established at their current
levels in 2005 by the Board of Directors on the recommendation
of the Compensation Committee. The Committee took into
consideration a consultants survey report of proxy
disclosure data relating to stock ownership guidelines at the
largest 250 companies, by market capitalization, in the
S&P 500 Index. Guideline levels of four times salary for
the Chief Executive Officer and three times salary for other
executive officers were established as appropriate to achieve
the objective of ensuring that the executives interests
are appropriately aligned with shareholders interests for
CenterPoint Energy common stock. In setting these guidelines the
Committee took into consideration the character of CenterPoint
Energy common stock as a relatively low volatility stock
primarily driven by dividend yield. Although we do not conduct
formal benchmarking studies of ownership guidelines, the
ownership guidelines and the administration of the program are
reviewed annually by the Compensation Committee with advice from
the Committees consultant.

We also have a policy prohibiting all officers, as well as our
directors, from hedging the risk of stock ownership. This policy
is part of our insider trading policy.

Review of
Tally Sheets

At least annually (with the most recent version covering 2009
presented in January 2010), the Committee reviews tally sheets
for each of the named executive officers. Tally sheets are
provided to the Committee to show how various compensation and
benefits amounts are interrelated and how changes in one
component of compensation impact other components and to enable
Committee members to quantify amounts payable upon various
termination scenarios. Tally sheets provide the Committee the
following compensation and benefit data:



Base salary;



Short term incentive compensation (target value approved in 2009
and amount paid in 2009);



Long term incentive compensation (threshold, target and maximum
levels granted in 2009, in addition to other outstanding equity
grants in 2009 plus amount distributed in 2009);



Value of in-the-money stock options;



Value of retirement benefits, including nonqualified benefits
and retiree medical benefits as of December 31, 2009 and at
ages 60, 62 and 65;



Value of savings plan company match and earnings, including
nonqualified benefits as of December 31, 2009 and at
ages 60, 62 and 65;



Cumulative interest earned on nonqualified deferred compensation
plans as of December 31, 2009, including above-market
earnings;



Other income and benefits earned in 2009, such as dividends paid
and company costs associated with the executive life insurance
plan;



Value of beneficiarys benefits at death of the executive
at ages 60, 62 and 65 under the executive benefit plan;



Benefits or payments that would be received upon a change in
control or within two years of a change in control, including
tax
gross-ups
for estimated excise taxes due under Sections 4999 and 280G
of the Internal Revenue Code as if the change in control
occurred on December 31, 2009;

Benefits or payments that would be received upon other
termination of employment scenarios, such as death, disability,
voluntary termination, involuntary termination for cause and
resignation without good reason as of December 31,
2009; and



Business travel and expenses incurred in 2009.

Change in
Control

In December 2008, the Board adopted change in control agreements
for certain executives, including each of the named executive
officers, that were substantially similar to agreements that
were already in place. The agreements were slightly modified to
comply with the final regulations under Section 409A of the
Internal Revenue Code and closely reflect comparable terms to
similar agreements in place at our peer companies. These
agreements are intended to help ensure the executives
continued full attention to our business needs in the event we
were to become the subject of the types of change in control
transactions described in the agreements. The agreements are for
a one-year term but renew automatically each year unless action
is taken by the Board to modify or terminate them. In December
2009, the agreements automatically renewed for an additional
year. In order to be eligible for benefits, the executives
employment must be terminated following a change in control so
that these agreements are subject to a double
trigger. The Board has also determined that it will no
longer include an excise tax
gross-up
payment in new and materially amended change in control
agreements with our named executive officers. For a more
detailed discussion, refer to Potential Payments upon
Change in Control or Termination on page 51.

To provide additional assurance of the payment of benefits in
the event of a change in control, we have established a rabbi
trust. Please refer to Rabbi Trust under
Potential Payments Upon Change in Control or
Termination on page 56.

Benefits

We have maintained a defined benefit plan for eligible employees
since 1953 to help employees provide for retirement and to
attract and retain employees. In addition, we maintain a benefit
restoration plan as a nonqualified supplemental retirement plan
to generally provide for benefits in excess of those available
under the retirement plan due to annual limits imposed by the
Internal Revenue Code. Changes in base salary
and/or
short
term incentive compensation affect benefits payable under the
retirement plan and the benefit restoration plan. A description
of the retirement plan and benefit restoration plan begins under
Pension Benefits on page 47. The present value
of the accumulated benefits under the plans for each named
executive officer is set forth in the Pension Benefits table on
page 48.

We also maintain a savings plan designed to encourage all
employees to help provide for their own retirement and to
attract and retain employees. Our savings restoration plan is a
nonqualified plan that provides for matching contributions not
available under the savings plan due to Internal Revenue Code
limits. Base salary and short term incentive compensation are
included as eligible plan compensation under the provisions of
the savings plan and the savings restoration plan. A description
of the savings plan and the savings restoration plan begins on
page 49. Matching contributions to the plans for the named
executive officers are included in the footnote to the All Other
Compensation column of the Summary Compensation Table.

The named executive officers may defer salary and short term
incentive compensation under our deferred compensation plan. A
description of the plan begins on page 50. The above-market
portion of the 2009 aggregate earnings is reported in the Change
in Pension Value and Nonqualified Deferred Compensation Earnings
column of the Summary Compensation Table.

We also maintain an executive benefits plan for certain
executives who were employed as of July 1, 1996 that
provides death benefits. In 1996, we determined this benefit was
no longer competitive in the market and consequently froze entry
into this plan at that time. Only two of our named executive
officers participate in this plan. See footnote 8(f) to the
Summary Compensation Table for a description of the plan and the
estimated aggregate incremental benefit during 2009.

We also have an executive life insurance plan providing
endorsement split-dollar life insurance in the form of a death
benefit for designated executives who were employed as of
December 31, 2001. The purpose of this plan is to

assist the executives beneficiaries with the impact of
estate taxes on deferred compensation plan distributions. See
footnote 8(e) to the Summary Compensation Table for a
description of the plan.

We do not consider perquisites to be a significant element of
compensation.

Tax
Considerations

We periodically evaluate our executive compensation programs in
light of Section 162(m) of the Internal Revenue Code. This
section generally limits the tax deductibility of compensation
in excess of $1 million for certain executive officers,
unless the compensation meets rules qualifying it as
performance-based compensation. Generally, we intend to
structure our compensation programs in a manner that maximizes
tax deductibility. The Committee recognizes, however, that there
may be situations in which the best interests of shareholders
are served by administering some elements of compensation in a
way that may not meet the requirements for performance-based
compensation under Section 162(m). Currently, payments to a
companys chief financial officer are not subject to the
limitations of Section 162(m).

Our change in control agreements described above provide a
gross-up
payment to cover any excise tax an executive is determined to
owe on an excess parachute payment; however, the
Board has determined that it will no longer include excise tax
gross-up
payment provisions in new and materially amended change in
control agreements with our named executive officers. The total
change in control payment is subject to a reduction of up to 10%
if such reduction would avoid triggering excise tax. For
additional discussion, refer to Potential Payments upon
Change in Control or Termination on page 51.

Section 409A of the Internal Revenue Code made significant
changes in the taxation of nonqualified deferred compensation
arrangements. As applicable, our executive plans and agreements
that are subject to Section 409A have been amended to
comply with Section 409A as discussed more fully under each
particular plan.

The following tables show compensation information for our Chief
Executive Officer, Chief Financial Officer and the three other
most highly compensated executive officers for the one-year
periods ended December 31, 2009, 2008 and 2007.

Summary
Compensation Table

Change in

Pension Value

and

Nonqualified

Non-Equity

Deferred

Name and

Stock

Option

Incentive Plan

Compensation

All Other

Principal

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

Position

Year

($)
(2)

($)
(3)

($)
(4)

($)
(5)

($)
(6)

($)
(7)

($)
(8)

Total ($)

David M. McClanahan

2009

1,060,000



2,119,970



954,000

3,022,798

461,769

7,618,537

President and Chief

2008

1,052,500



2,058,980



1,578,750

1,541,022

257,519

6,488,771

Executive Officer

2007

1,017,500



1,959,602



1,400,000

144,056

237,087

4,758,245

Gary L. Whitlock

2009

505,000



707,195



435,563

74,806

106,081

1,828,645

Executive Vice

2008

497,500



682,251



604,463

34,523

105,402

1,924,139

President and Chief Financial Officer

2007

467,500



556,767



420,500

31,103

92,390

1,568,260

Scott E. Rozzell

2009

475,000



665,339



409,688

71,819

98,358

1,720,204

Executive Vice

2008

467,500



640,640



568,013

33,345

97,761

1,807,259

President, General Counsel and Corporate Secretary

2007

440,000



531,294



395,800

29,545

85,906

1,482,545

Thomas R. Standish

2009

457,000



640,375



442,147

721,048

189,216

2,449,786

Senior Vice

2008

448,000

84,000

616,031



420,000

421,768

99,751

2,089,550

President and Group President, Regulated Operations

2007

417,000



405,749



372,799

222,444

74,703

1,492,695

C. Gregory
Harper
(1)

2009

340,000



306,153



261,800

14,008

20,921

942,882

Senior Vice

2008

21,893

200,000

635,000





540

1,225

858,658

President and Group President, Pipelines and Field Services

(1)

Upon beginning employment with the Company in December 2008,
Mr. Harper was paid a cash bonus of $200,000 and was
awarded 50,000 shares of stock, a third of which vest
annually contingent on his continued employment with the Company.

(2)

The named executive officers did not receive base salary
increases in 2009. The differences in base salaries between 2009
and 2008 for Messrs. McClanahan, Whitlock, Rozzell and
Standish are due to the fact that increases in base salary for
2008 did not become effective until April 1, 2008.
Mr. Harper began employment with the Company in December
2008 at an annual salary of $340,000.

(3)

The 2008 bonus to Mr. Standish was in recognition of his
leadership in restoring service when Hurricane Ike struck the
Houston area in 2008. This amount represented a discretionary
payment above the amount earned pursuant to achieved performance
objectives under our short term incentive plan.

(4)

Reported amounts in the table above represent the aggregate
grant date fair value of awards computed in accordance with FASB
ASC Topic 718 based on the target achievement level of the
underlying performance conditions as of the grant date.
Previously reported amounts for the years ended
December 31, 2008 and 2007 have been restated in this
regard. For purposes of the tables above and below, the effects
of estimated forfeitures are excluded. Please also refer to the
Grants of Plan-Based Awards for Fiscal Year 2009 table and
accompanying footnotes.

The maximum value of stock awards assuming the highest
achievement level of the performance conditions is as follows:

Maximum Value of

Stock Awards

Name

Year

($)

McClanahan

2009

2,862,003

2008

2,779,700

2007

2,645,553

Whitlock

2009

954,601

2008

920,966

2007

751,454

Rozzell

2009

898,028

2008

864,710

2007

716,883

Standish

2009

864,308

2008

831,646

2007

547,670

Harper

2009

413,276

(5)

CenterPoint Energy has not granted stock options since 2004.

(6)

Non-Equity Incentive Plan Compensation represents short term
incentive awards earned with respect to performance in the
designated year and paid in the following year. For more
information on the 2009 short term incentive awards, refer to
the Grants of Plan-Based Awards for Fiscal Year 2009 table on
page 37 and the accompanying footnotes.

(7)

The two components of the 2009 Change in Pension Value and
Nonqualified Deferred Compensation Earnings are as follows:

Above Market

Change in

Earnings on Nonqualified

Pension Value

Deferred Compensation

Total

Name

($)
(a)

($)
(b)

($)

McClanahan

2,957,413

65,385

3,022,798

Whitlock

74,613

193

74,806

Rozzell

71,819



71,819

Standish

704,082

16,966

721,048

Harper

14,008



14,008

(a)

The Change in Pension Value is the difference in the present
value of accumulated benefits under our retirement plan and the
related benefit restoration plans from December 31, 2008 to
December 31, 2009. Benefits are assumed to commence as of
the earliest age that an individual could retire without a
reduction in benefits. The present value as of December 31,
2008 assumed a discount rate of 6.9% and lump sum conversion
interest rates of 5.9%, 6.65% and 6.9% for benefits paid within
the first 5 years, 5th through 20th years, and all
remaining years, respectively. The present value as of
December 31, 2009 assumed a discount rate of 5.7% and lump
sum conversion interest rates of 4.7%, 5.45% and 5.7% for
benefits paid within the first 5 years, 5th through 20th
years, and all remaining years, respectively.

The significant Change in Pension Value for
Messrs. McClanahan and Standish from 2008 to 2009 is
primarily due to:

(i)

the change to plan design that was effective as of
January 1, 2009 as a result of freezing the final average
pay benefit formula and converting the accumulated benefit to a
lump sum value using a conversion interest rate of 4.52% and
adding interest at 4% on the lump sum amount. The present value
of accumulated benefit calculated as of December 31, 2008
did not reflect the new plan design.

the 2009 discount rates used in the present value accumulated
benefit calculations and the lump sum calculations (as required
under FASB ASC Topic 715) were lower than the rates
used for 2008, resulting in increases in the present value of
accrued benefits. These lower discount rates also impacted the
present value of accumulated benefits in 2009 for
Messrs. Whitlock, Rozzell and Harper.

Refer to the narrative accompanying the Pension Benefits table
on page 48 for a more detailed discussion of the present
value calculation.

(b)

Above Market Earnings consist of the amounts that exceed 120% of
the applicable federal long-term rate at the time the interest
rate was set. In 1985, CenterPoint Energy entered into
corporate-owned life insurance policies on the lives of
Messrs. McClanahan and Standish who contributed to the 1985
deferred compensation plan. These policies were entered into
with their consent. Proceeds upon their deaths are payable to
CenterPoint Energy and are available to offset the benefit
payments from the plan.

(8)

The following table sets forth the elements of All Other
Compensation for 2009:

Annual

Value of

Executive

Contributions to

Contributions to

(Death)

Vested and

Vested and

Benefit

Unvested Defined

Unvested Defined

Plan

Tax

Contribution Plans

Contribution Plans

Insurance

(change in

Reimbursements

(qualified)

(nonqualified)

Premiums

PVAB)

Total All Other

Name
(a)

($)
(b)

($)
(c)

($)
(d)

($)
(e)

($)
(f)

Compensation ($)

McClanahan

3,188

14,700

143,625

76,638

223,618

461,769

Whitlock

1,519

14,700

51,868

37,994



106,081

Rozzell

1,428

14,700

47,881

34,349



98,358

Standish

1,248

14,700

42,960

30,491

99,817

189,216

Harper



14,700

4,476

1,745



20,921

(a)

None of the named executive officers received perquisites valued
in excess of $10,000.

(b)

The tax reimbursement amounts shown are
gross-up
payments equal to the after-tax cost of imputed income that the
named executive officers are required to recognize as a result
of coverage under the executive life insurance plan described in
footnote (e) below. The
gross-up
payment is provided in accordance with the terms of each
officers agreement. The
gross-up
payments are calculated assuming the highest individual income
tax rate is applicable.

(c)

These amounts represent CenterPoint Energys contributions
to the savings plan, which is described under Savings Plan
and Savings Restoration Plans on page 49.

(d)

These amounts represent benefits accrued under the savings
restoration plan, which is described under Savings Plan
and Savings Restoration Plans on page 49.

(e)

The insurance premium amounts include annual premiums we pay to
provide life insurance coverage and long-term disability
coverage and annual premiums we pay to provide coverage under an
executive life insurance plan providing split-dollar life
insurance. The executive life insurance plan provides
endorsement split-dollar life insurance, with coverage
continuing after the executives termination of service at
age 65 or later. If the participant leaves after age 55 and
prior to age 65, benefits under the plan will cease unless
the Compensation Committee elects to continue the coverage. With
the exception of Mr. Harper, all named executive officers
have single-life coverage equal to two times current salary.
Upon the death of the insured, CenterPoint Energy will receive
any balance of the insurance proceeds payable in excess of the
specified death benefit.

(f)

These amounts include the estimated aggregate incremental
benefit during 2009 of providing benefits under our executive
benefit plan for Messrs. McClanahan and Standish who
participate in this plan pursuant to individual contractual
agreements originally entered into in 1986 and 1993,
respectively. If death occurs during active employment, the plan
provides for a benefit of 100% of the executives

current base salary for one year and then 50% of base salary for
nine years. The plan also provides that if the executive retires
after reaching age 65, CenterPoint Energy will pay an
annual benefit equal to 50% of the executives annual base
salary at the time of retirement for six years after his death.
If the executive terminates employment prior to reaching
age 65, all benefits are forfeited. Benefits have been
calculated assuming retirement at age 65 and using base salary
in effect at the end of the year for which the calculation was
made. No pre-retirement mortality or terminations are assumed.
In 1986, CenterPoint Energy entered into a corporate-owned life
insurance policy on the life of Mr. McClanahan who
participates in the executive benefit plan. This policy was
entered into with his consent. Proceeds upon his death are
payable to CenterPoint Energy and are available to offset the
benefit payments from the plan.

Grants of
Plan-Based Awards for Fiscal Year 2009

The following table presents the non-equity and equity incentive
plan-based awards granted during 2009. The grant date fair value
of stock awards is based on the probable achievement level of
the underlying performance conditions as of the grant date at
the average of the high and low price on the grant date, which
was $12.42 for the February 18, 2009 grants.

Estimated Future Payouts Under

Equity Incentive Plan
Awards
(2)

Estimated Possible Payouts Under

Grant Date

Non-Equity Incentive Plan
Awards
(1)

Threshold:

Target:

Maximum:

Fair Value

Grant

Threshold

Target

Maximum

Number of

Number of

Number of

of Stock

Name

Date

($)

($)

($)

Shares (#)

Shares (#)

Shares (#)

Awards ($)

David M. McClanahan

2/18/09

530,000

1,060,000

2,120,000



51,200



635,903

2/18/09

19,915

39,830

59,745

494,689

2/18/09

19,915

39,830

59,745

494,689

2/18/09

19,915

39,830

59,745

494,689

Gary L. Whitlock

2/18/09

189,375

378,750

681,750



17,100



212,381

2/18/09

6,640

13,280

19,920

164,938

2/18/09

6,640

13,280

19,920

164,938

2/18/09

6,640

13,280

19,920

164,938

Scott E. Rozzell

2/18/09

178,126

356,250

641,252



16,100



199,961

2/18/09

6,245

12,490

18,735

155,126

2/18/09

6,245

12,490

18,735

155,126

2/18/09

6,245

12,490

18,735

155,126

Thomas R. Standish

2/18/09

171,375

342,750

592,958



15,500



192,511

2/18/09

6,010

12,020

18,030

149,288

2/18/09

6,010

12,020

18,030

149,288

2/18/09

6,010

12,020

18,030

149,288

C. Gregory Harper

2/18/09

119,000

238,000

433,160



7,400



91,908

2/18/09

2,875

5,750

8,625

71,415

2/18/09

2,875

5,750

8,625

71,415

2/18/09

2,875

5,750

8,625

71,415

There were no other stock or option awards granted during the
year.

(1)

The estimated possible payouts under non-equity incentive plan
awards are based on the terms of our February 2009 grants under
the short term incentive plan. Based on the goals adopted in
2009, the maximum possible payout amount (as shown in the
Maximum column) is 200% of target for Mr. McClanahan, 180%
of target for Messrs. Whitlock and Rozzell, 173% of target
for Mr. Standish, and 182% of target for Mr. Harper.
Actual amounts paid in 2010 for 2009 performance are shown in
the Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table. In addition, the maximum possible payout to
any named executive officer under the terms of the short term
incentive plan is 200% of that individuals target. Any
amount awarded by the Compensation Committee to an individual
executive officer in excess of the actual performance level of
the underlying performance objectives is reflected in the
Summary Compensation Table in the Bonus column.

(2)

The grants of equity incentive plan awards consist of two types
of awards for each named executive officer: a stock award
covering a number of shares listed in the Target: Number of
Shares column in the first line for each

officer, and three performance share awards, for which
threshold, target and maximum numbers of shares are shown in the
columns under Estimated Future Payouts Under Equity Incentive
Plan Awards in the second, third and fourth lines for each
officer. Both the stock awards and the performance share awards
accrue dividend equivalents over the vesting period or
performance cycle, respectively, at the same level as dividends
earned by shareholders on shares of common stock outstanding.
Dividend equivalents on the earned and vested shares will be
paid in cash. These awards are granted under our long term
incentive plan. Refer to Note (2) to the Outstanding Equity
Awards at Fiscal Year-End 2009 table for the vesting date of
each of these awards.

Non-Equity
Incentive Plan Awards

For our short term incentive plan, the following thresholds had
to be met before any payouts for the 2009 plan year occurred:



After-tax income from continuing operations had to exceed the
common dividends paid; and



Core Operating Income had to equal or exceed $950 million.

Short Term Incentive Targets.
The base salary
and short term incentive target for each of our named executive
officers for the 2009 plan year were as follows:

McClanahan

Whitlock

Rozzell

Standish

Harper

Base salary earned during 2009

$

1,060,000

$

505,000

$

475,000

$

457,000

$

340,000

Target short term incentive award percentage for 2009

100%

75%

75%

75%

70%

Funding of the Short Term Incentive Plan
Awards.
The performance objectives for each of
our named executive officers used to determine the level of
funding for their 2009 short term incentive plan awards were as
follows:

To determine Core Operating Income, we adjust our reported
operating income to remove the effect of specified items, either
positive or negative, to reflect true operational business
performance in the period being measured. Adjustments are the
following:



Income or loss (excluding allowance for funds used during
construction) from any partnership in which the Company holds an
equity interest, which is recorded as equity income per
accounting rules. Partnership income or loss from the Southeast
Supply Header Pipeline joint venture is adjusted to reflect any
financing that is different than the plan;



Income or loss related to the Companys stranded cost
recovery and Hurricane Ike recovery;



Any
mark-to-market
accounting entries and net natural gas inventory adjustments not
reflected in the plan;



Unplanned restructuring costs;



Impairment of goodwill;



The financial impacts of any acquisitions, mergers and
divestitures, including impacts not reflected in the plan
related to the formation of a master limited partnership or
joint venture and any special financing arrangements such as
credit sleeves; and



The financial impacts of any changes in accounting standards.

The various levels of achievement for Core Operating
Income, the most significant performance objective for
CenterPoint Energy, as well as each of its business units, are
as follows:

In Millions

Threshold

Target

Maximum

Exceptional

Organizational Unit

($)

($)

($)

($)

CenterPoint Energy

966.0

1,046.0

1,077.0

1,112.0

Electric Transmission & Distribution

361.4

380.4

399.4

418.4

Natural Gas Distribution

173.0

182.1

191.2

200.3

Interstate Pipelines

235.8

245.6

262.8

275.1

Field Services

117.4

122.3

130.9

137.0

The threshold levels above are based on our 2009 business plan,
as approved by our Board of Directors, (i) less 4.5% for
CenterPoint Energy, (ii) less 5% for Electric
Transmission & Distribution and Natural Gas
Distribution, and (iii) less 4% for Interstate Pipelines
and Field Services. The exceptional levels are based upon
exceeding our 2009 approved business plan by 10% for CenterPoint
Energy, Electric Transmission & Distribution and
Natural Gas Distribution and 12% for Interstate Pipelines and
Field Services.

Business Services Controllable Expenses is defined
as operation and maintenance expenses reported pursuant to
generally accepted accounting principles, adjusted to reflect
core operational performance. Performance of this objective is
compared to the plan amounts established at the beginning of
2009. For 2009, threshold, target and maximum performance levels
for this objective were $218.1 million, $211.7 million
and $201.1 million, respectively. Actual business
controllable expenses were $199.0 million, resulting in
achievement at the maximum level of 150%.

plus or minus the financial impacts of any changes in accounting
standards;



plus or minus the financial impacts of any acquisitions, mergers
and divestitures, including expenses not reflected in the plan
related to formation of a master limited partnership or joint
ventures and any special financing arrangements such as credit
sleeves; and



plus unplanned restructuring costs.

For the Competitive Natural Gas Sales and Services business
unit, funding for short term incentive compensation is based on
a percentage of BOSR (5.5% for 2009). For 2009, BOSR of
$47 million would have resulted in funding for these
employees of $2.6 million, which would have been equivalent
to achievement of this performance objective at the 100% level
for Messrs. Whitlock and Rozzell. The actual BOSR for 2009
was $24 million, resulting in achievement of this
performance objective at the 51% level.

Modified Cash Flow as used below for the business
units is defined as Core Operating Income:



plus depreciation and amortization;



minus capital expenditures (excluding allowance for funds used
during construction, extraordinary capital projects outside the
scope of the business units capital budgets that receive
contemporaneous written approval from the CenterPoint Energy
Executive Committee or Board of Directors, and unplanned
projects required by regulations);



adjusted for significant projects planned in 2009 but carried
over to future periods;



adjusted for actual carryover capital expenditures from 2008
that differ from plan carryover capital expenditures presented
in the December 2008 Board of Directors presentation;



adjusted for the financial impacts of any acquisitions, mergers
and divestures; and



adjusted for the financial impacts of any changes in accounting
standards.

The performance levels are based on the 2009 business plan
approved by the Board of Directors.

Composite of AMS/AMR Achievement consists of four operational
performance measures. Each of the four performance measures,
along with their respective threshold, target, maximum and
actual results are as follows:

The Field Services performance objective achievement consisted
of the following:

($ in Millions)

Actual

Threshold

Target

Maximum

Exceptional

Weight

#

%

Financial

Core Operating Income

$

117.4

$

122.3

$

130.9

$

137.0

46

%

$

102.1

0

%

Modified Cash Flow

$

(155.1

)

$

(139.1

)

$

(127.1

)



13

%

$

(135.3

)

116

%

Interstate Pipelines Core Operating Income

$

235.8

$

245.6

$

262.8

$

275.1

13

%

$

269.2

176

%

Operational Performance

Receipt Point Pressure

102

%

100

%

98

%



7

%

95

%

150

%

Service Star System Availability

97

%

98

%

100

%



7

%

100

%

150

%

Well Connects

300

350

400



7

%

356

106

%

Safety

RIR

2.31

1.84

1.38



7

%

1.67

118

%

Overall Achievement

58

%

Example of Funding and Distribution of the Short Term
Incentive Plan Awards

The following example is provided to illustrate the funding and
distribution of the short term incentive plan. For purposes of
this example, we have assumed a base salary earned of $500,000,
a short term incentive plan target of 75% and a funded
achievement level of 120%.

Funding
of the Short Term Incentive Plan Award:

Base salary earned during the year

$

500,000

Short term incentive plan target percentage

× 75

%

Target individual award amount

$

375,000

Funded achievement level

× 120

%

Funding of the short term incentive plan award

$

450,000

Distribution
of the Short Term Incentive Plan Award:

Funding of the short term incentive plan award per above

$

450,000

Formulaic award percentage

× 50

%

Formulaic portion paid

$

225,000

Any amount paid above the formulaic portion is at the discretion
of the Committee.

Equity
Incentive Plan Awards

Long Term Incentive Plan Awards Granted in February
2009.
To determine the amount of long term
incentive compensation granted, each named executive
officers base salary was multiplied by his long term
incentive target percentage. The resulting amount of long term
incentive compensation for each of the awards of

performance shares and stock awards was then divided by the
average of the high and low market price of our common stock on
the New York Stock Exchange on February 18, 2009. The
grants were determined as follows:

Description

McClanahan

Whitlock

Rozzell

Standish

Harper

Base Salary

$

1,060,000

$

505,000

$

475,000

$

457,000

$

340,000

Long term incentive target

200%

140%

140%

140%

90%

Long term incentive compensation at target

$

2,120,000

$

707,000

$

665,000

$

639,800

$

306,000

Performance share portion (70%)

$

1,484,000

$

494,900

$

465,500

$

447,860

$

214,200

Performance shares granted at target (rounded)

119,490

39,840

37,470

36,060

17,250

Stock award portion (30%)

$

636,000

$

212,100

$

199,500

$

191,940

$

91,800

Stock award shares granted at target (rounded)

51,200

17,100

16,100

15,500

7,400

Performance Shares.
Participants received
three separate, equal awards totaling the performance shares
granted at target shown above, with vesting of each award based
on one of the independent performance objectives listed below:

Threshold

Performance

Achievement

Target Achievement

Maximum Achievement

Objectives

(50%)

(100%)

(150%)

Total shareholder return based upon
companies in the S&P Utility Index
regulated subset

10th position
or higher

Linear interpolation
between Threshold
and Maximum
achievement

3rd position or higher

Core operating income

$3.063 billion

$3.247 billion

$3.378 billion

Modified cash flow

$1.64 billion

$1.845 billion

$1.945 billion

Total
Shareholder Return

One performance share award vests based on total shareholder
return achieved in comparison to a subset of 18 companies
in the S&P Utility Index as of January 1, 2009 that
includes CenterPoint Energy. Maximum achievement (150% of
target) requires CenterPoint Energy to rank third or higher in
that comparison, but no shares would vest if the company ranks
below 10th in that comparison (threshold level). For this
performance objective, the target number of performance shares
granted will vest using linear interpolation between the
threshold and maximum achievement levels.

The 18 companies included in our regulated company subset
of the S&P Utility Index as of January 1, 2009 were:

Ameren Corporation

Nicor Inc.

American Electric Power Company

NiSource Inc.

CenterPoint Energy, Inc.

Pepco Holdings, Inc.

CMS Energy Corporation

PG&E Corporation

Consolidated Edison, Inc.

Pinnacle West Capital Corporation

DTE Energy Company

Progress Energy, Inc.

Duke Energy Corporation

Southern Company

FirstEnergy Corporation

TECO Energy, Inc.

FPL Group, Inc.

Xcel Energy Inc.

Core
Operating Income

One performance share award vests based on core operating income
reported over the three-year cycle for the award, with maximum
achievement (150% of target) being reached if core operating
income reaches the maximum

level, but no shares would vest if core operating income is
below the threshold level. The target number of performance
shares granted would vest if core operating income reaches the
target level.

Core Operating Income is based on reported operating income
adjusted to remove the effect of specified items, either
positive or negative, to reflect true operational business
performance in the period being measured. Adjustments are the
following:



Income or loss (excluding allowance for funds used during
construction) from any partnerships in which the company holds
an equity interest, which is recorded as equity income per
accounting rules. Partnership income or loss from the Southeast
Supply Header Pipeline joint venture is adjusted for any
financing that is different than the plan;



Income or loss related to the Companys stranded cost
recovery and Hurricane Ike recovery;



Any
mark-to-market
accounting entries and net natural gas inventory adjustments not
reflected in the plan;



Certain restructuring costs incurred in 2011 including
termination benefits provided to current employees that are
voluntarily or involuntarily terminated, costs to terminate a
contract that is not a capital lease and costs to consolidate
facilities or relocate employees;



Impairment of goodwill;



The financial impacts of any acquisitions, mergers and
divestitures, including impacts not reflected in the plan
related to the formation of a master limited partnership or
joint venture and any special financing arrangements such as
credit sleeves; and



The financial impacts of any changes in accounting standards.

Modified
Cash Flow

One performance share award vests based on modified cash flow
reported over the three-year cycle for the award, with maximum
achievement (150% of target) being reached if modified cash flow
reaches the maximum level, but no shares would vest if modified
cash flow is less than the threshold level. The target number of
performance shares granted would vest if modified cash flow
reaches the target level.

Modified Cash Flow is based on our reported operating income,
adjusted for those items, either positive or negative, to
reflect true operational business performance in the period
being measured, as defined below:

Core Operating Income, as calculated above



Plus depreciation and amortization included in the calculation
of the Core Operating Income performance objective (excluding
Transportation Depreciation);



Less capital expenditures (excluding allowance for funds used
during construction and unplanned projects required by
regulation);



Adjusted for impacts of significant capital projects approved by
the Board of Directors not included in the plan;



Adjusted for impacts to capital expenditures of any
acquisitions, mergers and divestitures (including any master
limited partnership); and



Adjusted for impacts to capital expenditures for any changes in
accounting standards.

Refer to Compensation Discussion and Analysis 
Review of Elements of Compensation  Long Term
Incentives and  Long Term Incentive Plan
Awards in February 2009 for a discussion of vesting and
dividend rights associated with awards under our long term
incentive plan.

Stock Awards.
Participants received a stock
award of shares of the Companys common stock, granted at
target, as shown in the table on page 44. Vesting of the
stock awards requires continuous service with the Company
through the three year vesting period of the award and
achievement of a performance objective that

requires the Company to have declared cash dividends on its
common stock during the three-year vesting period totaling at
least $2.28 per share.

Outstanding
Equity Awards At Fiscal Year-End 2009

The following table provides information regarding the
outstanding equity awards held by our named executive officers
as of December 31, 2009. The closing stock price on the
NYSE on December 31, 2009 was $14.51.

Option
Awards
(1)

Stock
Awards
(1)

Equity

Equity

Incentive

Incentive

Equity

Plan

Plan

Incentive

Market

Awards:

Awards:

Plan

Value of

Number of

Market or

Number

Awards:

Number

Shares

Unearned

Payout Value

of

Number of

Number of

of Shares

or Units

Shares,

of Unearned

Securities

Securities

Securities

or Units

of Stock

Units or

Shares, Units

Underlying

Underlying

Underlying

of Stock

That

Other

or Other

Unexercised

Unexercised

Unexercised

Option

That

Have

Rights That

Rights That

Options

Options

Unearned

Exercise

Option

Have Not

Not

Have Not

Have Not

(#)

(#)

Options

Price

Expiration

Vested

Vested

Vested

Vested

Name

Exercisable

Unexercisable

(#)

($)

Date

(#)
(3)

($)

(#)
(2)

($)

McClanahan

84,873





14.0077

2/24/2010

336,690

4,885,372

148,864





31.9786

3/5/2011









203,377





6.4378

3/4/2012









103,900





5.6400

3/3/2013









106,100





10.9200

3/2/2014









Whitlock

26,522





21.6777

7/31/2011





110,442

1,602,513

76,597





6.4378

3/4/2012









40,600





5.6400

3/3/2013









35,200





10.9200

3/2/2014









Rozzell

62,767





31.9786

3/5/2011





103,970

1,508,605

74,263





31.1347

4/1/2011









56,539





6.4378

3/4/2012









37,100





10.9200

3/2/2014









Standish

41,254





31.9786

3/5/2011

98,262

1,425,781

54,106





6.4378

3/4/2012









29,100





5.6400

3/3/2013









24,800





10.9200

3/2/2014









Harper











33,333

483,662

24,650

357,672

(1)

None of the awards have been transferred.

(2)

Outstanding stock awards with performance objectives will fully
vest on the following dates:

Type of

Grant Date

Stock Award

Vesting Date

McClanahan

Whitlock

Rozzell

Standish

Harper

February 21, 2007

Stock Award

February 21, 2010

32,300

9,200

8,800

6,700



February 20, 2008

Performance Shares

December 31, 2010

93,600

31,002

29,100

28,002



February 20, 2008

Stock Award

February 20, 2011

40,100

13,300

12,500

12,000



February 18, 2009

Performance Shares

December 31, 2011

119,490

39,840

37,470

36,060

17,250

February 18, 2009

Stock Award

February 18, 2012

51,200

17,100

16,100

15,500

7,400

Total

336,690

110,442

103,970

98,262

24,650

(3)

Mr. Harpers additional stock awards granted upon his
employment will vest as follows: 16,667 on December 10,
2010 and 16,666 on December 10, 2011.

The following table indicates the number and value of stock
options exercised and stock awards vested during 2009.

Option Awards

Stock
Awards
(1)

Number of

Number of

Shares

Shares

Acquired

Value Realized

Acquired

Value Realized

on Exercise

on Exercise

on Vesting

on Vesting

Name

(#)

($)

(#)

($)

McClanahan





97,704

1,479,486

Whitlock





28,164

425,938

Rozzell





27,104

409,595

Standish

21,295

15,518

20,256

306,676

Harper





16,667

246,672

(1)

For each of the named executive officers, the Stock Awards
consist of the following:

Performance Share Awards

Stock Award Granted

Stock Award Granted

for the 2007-2009

February 22, 2006

December 10, 2008

Performance Cycle

That Vested February 22, 2009

That Vested December 10, 2009

Number of

Value Realized

Number of

Value Realized

Number of

Value Realized

Shares

on
Vesting
(a)

Shares

on
Vesting
(b)

Shares

on
Vesting
(c)

Name

(#)

($)

(#)

($)

(#)

($)

McClanahan

57,304

917,724

40,400

561,762





Whitlock

16,264

260,468

11,900

165,470





Rozzell

15,504

248,297

11,600

161,298





Standish

11,856

189,874

8,400

116,802





Harper









16,667

246,672

(a)

Value Realized on Vesting for the performance share awards was
determined using the average of the high and low market prices
of our common stock ($13.65) on the New York Stock Exchange on
the date our external auditors completed their review of our
financial statements, on which the performance achievement level
approved by the Compensation Committee was based, together with
a dividend equivalent amount equal to the dividends accrued
during the performance period ($2.365 per share) on our shares
of common stock. The number of performance shares vested was
determined based on an achievement level of 76%.

(b)

Value Realized on Vesting for the stock awards was determined
using the average of the high and low market prices of our
common stock ($11.855) on the New York Stock Exchange on the
vesting date together with dividend equivalents per share during
the vesting period of $2.05.

(c)

Value Realized on Vesting for the stock awards was determined
using the average of the high and low market prices on our
common stock ($14.04) on the New York Stock Exchange on the
vesting date together with dividend equivalents per share during
the vesting period of $0.76.

Pension
Benefits

Pension benefits for our named executive officers are provided
under a tax-qualified defined benefit pension plan 
the CenterPoint Energy Retirement Plan. In addition, our named
executive officers are eligible for benefits under a benefit
restoration plan, also a defined benefit plan. Participants are
fully vested in both plans after three years of service. For all
employees hired on or after January 1, 1999 (which includes
Messrs. Whitlock, Rozzell and Harper), participants
accumulated a retirement benefit based upon a cash balance
formula of four percent of base salary and short term incentive
compensation through December 31, 2008. For all employees
hired prior to January 1, 1999 (which includes
Messrs. McClanahan and Standish), benefits accrued based on
a participants years of service, final average pay and
covered compensation through December 31, 2008. Beginning
January 1, 2009, this final average pay formula benefit
under the retirement plan was frozen as to any future accruals.
The lump sum

value of the age-65 annuity for all final average pay formula
participants was calculated using an interest conversion rate of
4.52% as of January 1, 2009. This lump sum amount will
continue to grow annually with interest, based on the
30-year
Treasury rate from the prior November of each year, until
commencement of the benefit. Effective January 1, 2009 all
participants are eligible for a retirement benefit based on a
cash balance formula of five percent of base salary and short
term incentive compensation. Benefits that may not be provided
under the retirement plan because of Internal Revenue Code
annual limits on benefits and compensation are made in a
bookkeeping account under the benefit restoration plan. This
excess benefit amount is determined based on the final average
pay formula and the cash balance formula under the retirement
plan, as applicable. In order to comply with the requirements
under Section 409A of the Internal Revenue Code, we
established the CenterPoint Energy Benefit Restoration Plan
(CNP Benefit Restoration Plan) for excess benefits
that accrued or vested from and after 2005. This plan is subject
to Section 409A. Benefits accrued under this plan are
generally paid in a lump sum six months following separation
from service, and all of our named executive officers
participate in this plan. Messrs. McClanahan and Standish
also have a benefit under the 1991 CenterPoint Energy Benefit
Restoration Plan (1991 Benefit Restoration Plan),
which provides for excess benefits that were earned and vested
prior to 2005. The 1991 Benefit Restoration Plan is not subject
to Section 409A, and benefits under this plan are paid at
the same time and in the same form and manner as distributions
from the retirement plan. The benefit restoration plans also
provide for the inclusion of short term incentive compensation
in the final average pay formula for calculating benefits for
certain executives, including Messrs. McClanahan and
Standish. Neither benefit restoration plan provides any past
service credits or accelerated service benefits.

Through December 31, 2008, Messrs. McClanahan and
Standish accrued benefits based on years of service, final
average pay and covered compensation, which we refer to as the
final average pay (FAP) formula. Final average pay means the
highest base salary for 36 consecutive months out of the 120
consecutive months immediately preceding the earlier of
retirement or December 31, 2008. Messrs. McClanahan
and Standishs retirement plan benefit is calculated under
the following formula:

In the final average pay formula, the maximum service is
35 years. In addition, the age 65 benefit is not reduced
for early retirement if retirement occurs at age 60 or
later with at least 30 years of service. Early retirement
subsidies are also provided for participants who are age 55
or older with at least 30 years of service.
Messrs. McClanahan and Standish also accrued a benefit
under the benefit restoration plans based on the final average
pay formula as if the Internal Revenue Code limits did not
apply. In addition, short term incentive

compensation is included in the formula for calculating the
benefit payable under the benefit restoration plans for certain
key officers, including Messrs. McClanahan and Standish.
Beginning in 2009, Messrs. McClanahan and Standish accrued
a benefit under the CNP Benefit Restoration Plan based on the
cash balance formula as if the Internal Revenue Code
compensation limits did not apply. In addition,
Mr. McClanahan received approximately seven months of
service (valued at $288,326 as of December 31,
2009) under a supplemental agreement.

The present value for Messrs. McClanahan and Standish was
calculated based on benefits accrued through December 31,
2009 assuming retirement at the earliest age without a reduction
in benefits (at least age 60 with at least 30 years of
service). The calculation assumes the participant is equally
likely to commence the benefit in the form of a single life
annuity or a lump sum distribution. The single life annuity is
the normal form of benefit under the plan. Mortality assumptions
for discounting annuities are based on the RP-2000 Combined
Healthy Mortality Table projected to 2009 using Scale AA and an
interest rate of 5.7%. The lump sum distribution is calculated
as the greater of the cash balance amount and the present value
of the accrued benefit commencing at age 65 assuming
interest rates of 4.7%, 5.45% and 5.7%, for benefits paid within
the first five years, 5th through 20th years and all
remaining years, respectively and using the mortality table
prescribed by Section 417(e)(3) of the Internal Revenue
Code. The interest rate for discounting payments back to
December 31, 2009 was 5.7%. These assumptions, where
applicable, are the same assumptions disclosed in Stock
Based Incentive Compensation Plans and Employee Benefit
Plans  Pension and Postretirement Benefits in
Note 2(p) in our consolidated financial statements included
in our annual report on
Form 10-K
for the year ended December 31, 2009.

(2)

Messrs. Whitlock, Rozzell and Harpers benefits are
based solely on the cash balance formula under the retirement
plan. Interest accrues in the current year at the
applicable interest rate prescribed under the
Internal Revenue Code for the previous November based upon the
account balance as of the end of the previous year. The interest
rate for the 2009 plan year was 4.0%. In addition,
Messrs. Whitlock, Rozzell and Harper accrued an excess
benefit amount under the CNP Benefit Restoration Plan based on
the cash balance formula as if the Internal Revenue Code annual
benefit and compensation limits did not apply. Mr. Harper
will become fully vested as of December 8, 2011.

The present value for Messrs. Whitlock, Rozzell and Harper
was calculated based on benefits accrued through
December 31, 2009 payable at age 65 (the earliest
retirement age where the benefit is not reduced). Account
balances are assumed to accumulate interest credits until
age 65 at 4.75%. Since this is a cash balance plan, the
lump sum payment is equal to the participants account
balance at retirement. The single life annuity is calculated by
dividing the account balance by the present value factor of an
immediate single life annuity assuming interest rates of 4.7%,
5.45% and 5.7% for benefits paid within the first five years,
5th through 20th years and all remaining years,
respectively and using the mortality table prescribed by
Section 417(e)(3) of the Internal Revenue Code. To
calculate the present value of the benefit in the table,
mortality assumptions are based on the RP-2000 Combined Healthy
Mortality Table projected to 2009 using Scale AA, and the
interest rate for discounting payments back to December 31,
2009 is 5.7%.

Savings
Plan and Savings Restoration Plans

Under our savings plan prior to 2009, participants could
contribute up to 16%, on a pre-tax
and/or
after-tax basis, of their plan eligible compensation. We made a
matching contribution of 75% of the first six percent
contributed by employees on a payroll-period basis. We could
make an additional discretionary matching contribution of up to
50% of the first six percent contributed by employees in the
prior year determined based on the Companys overall
business performance for that year. In 2009, we paid the full
amount of the discretionary match for 2008. The contributions to
the savings plan are immediately vested. Effective
January 1, 2009, we amended the savings plan to provide
that participants may contribute up to 50% on a pre-tax basis of
their plan-eligible compensation. In addition, beginning
January 1, 2009, the Company makes a matching contribution
of 100% of the first 6% contributed by employees on a
payroll-period basis and has discontinued the discretionary
match under the savings plan. Payment options under the savings
plan include (i) a lump sum payment or (ii) annual,
semi-annual, quarterly or monthly installments over a period
elected by the participant, not to exceed ten years. Once the
annual compensation limit under the Internal Revenue Code is
reached in the savings plan, CenterPoint

Energys matching contribution is made in a bookkeeping
account under the savings restoration plan. In order to comply
with the provisions under Code Section 409A, we established
the CenterPoint Energy Savings Restoration Plan (CNP
Savings Restoration Plan) for all benefits earned or
vested from and after 2005, and this plan is subject to
Section 409A. Benefits under the CNP Savings Restoration
Plan are paid in a lump sum following the participants
separation from service. Benefits earned and vested prior to
2005 are payable under the 1991 CenterPoint Energy Savings
Restoration Plan (1991 Savings Restoration Plan),
and no new benefits are provided from and after 2005 under this
plan. The 1991 Savings Restoration Plan is not subject to
Section 409A, and benefits are paid under this plan at the
same time and in the same form and manner as distributions
payable from the savings plan. Earnings on both restoration
plans are based on each participants annual rate of return
on their account in the savings plan. Participants are not
permitted to make voluntary deferrals into either savings
restoration plan.

Deferred
Compensation Plans

Our current deferred compensation plan permits eligible key
employees to elect voluntarily each year to defer a percentage
of up to 90% of salary
and/or
short
term incentive compensation. The Company amended the Deferred
Compensation Plan as of December 31, 2007, renamed it the
1989 Deferred Compensation Plan and froze the plan to new
participants and benefit accruals as of December 31, 2007.
Effective January 1, 2008, obligations with respect to
deferrals under the 1989 Deferred Compensation Plan after
December 31, 2004, along with all associated earnings were
transferred to and are paid from the 2005 Deferred Compensation
Plan, which was adopted effective as of January 1, 2008, to
replace the 1989 Deferred Compensation Plan. References to our
deferred compensation plan include both our 2005 Deferred
Compensation Plan, which covers amounts subject to
Section 409A, as well as our 1989 Deferred Compensation
Plan, which covers amounts which are exempt from
Section 409A. Under the terms of our deferred compensation
plan, interest accrues on deferrals at a rate adjusted annually
equal to the average yield during the year of the Moodys
Long-Term Corporate Bond Index plus two percent. Participants in
the plan currently may elect to receive distributions of their
deferred compensation and interest in three ways: (i) an
early distribution of either 50% or 100% of their account
balance in any year that is at least four years from the year of
deferral or, if earlier, the year in which they attain
age 65, (ii) a lump sum distribution upon retirement
or (iii) 15 annual installments commencing upon retirement.
If a participant terminates employment prior to age 55, a
lump sum distribution of his or her deferral amount plus
interest, calculated using the Moodys rate and excluding
the additional two percentage points, will be made regardless of
his or her form of election. For deferrals under the 2005
Deferred Compensation Plan, if a participant terminates
employment after age 55, the deferral amount plus interest
(including the additional two percent) will be paid in
accordance with the participants distribution elections,
in either a lump sum payment in the January after his or her
termination or 15 annual installments commencing upon his or her
separation from service. For deferrals under the 1989 Deferred
Compensation Plan, if a participant terminates employment from
and after age 55 but prior to age 60, the deferral
amount plus interest (including the additional two percent) will
be paid in accordance with the participants distribution
elections, in either a lump sum payment in the January after his
or her separation from service or 15 annual installments
commencing upon his or her separation from service. If a
participant terminates employment after age 60 under the
1989 Deferred Compensation Plan, the deferral amount plus
interest, including the additional two percent, will be paid in
accordance with the participants distribution elections
after he or she reaches age 65. None of the named executive
officers elected to defer monies in the plan during 2009.

From 1985 to 1988, we offered the 1985 Deferred Compensation
Plan that permitted participants to elect to defer all or part
of their eligible compensation in those years. Higher fixed
interest rates were available for deferrals made under the 1985
Deferred Compensation Plan as a result of higher prevailing
market rates at that time. Distribution payments generally
follow the same procedures described above for 15 annual
installments; however, the fixed interest rate established at
the time of deferral is used.

Each of our deferred compensation plans discussed above is a
nonqualified, unfunded plan, and the employees are general,
unsecured creditors of CenterPoint Energy. No fund or other
assets of CenterPoint Energy have been set aside or segregated
to pay benefits under any of these plans. Please refer to
Rabbi Trust under Potential Payments upon
Change in Control or Termination on page 56 for
funding of the plans upon a change in control.

The following table provides information with respect to
benefits under the deferred compensation plans and the savings
restoration plans.

Company

Aggregate

Aggregate

Aggregate

Contributions

Earnings

Withdrawals/

Balance at

in 2009

in 2009

Distributions

December 31, 2009

Name

Plan Name

($)
(1)

($)
(2)

($)

($)

McClanahan

1989 Deferred Compensation Plan



111,732



1,467,412

1985 Deferred Compensation
Plan
(3)



38,241



239,512

CNP Savings Restoration Plan

143,625

169,500



794,963

1991 Savings Restoration Plan



120,097



563,258

Whitlock

1989 Deferred Compensation Plan



403



5,295

CNP Savings Restoration Plan

51,868

47,931



282,889

1991 Savings Restoration Plan



31,378



185,190

Rozzell

CNP Savings Restoration Plan

47,881

51,825



272,357

1991 Savings Restoration Plan



35,695



187,591

Standish

1989 Deferred Compensation Plan



18,197



238,984

1985 Deferred Compensation
Plan
(3)



26,437



165,578

CNP Savings Restoration Plan

42,960

41,363



199,236

1991 Savings Restoration Plan



24,512



118,070

Harper

CNP Savings Restoration Plan

4,476

2,314



6,790

(1)

The Company Contributions in 2009 column for the savings
restoration plans include employer matching contributions that
could not be made to the savings plan due to limitations under
the Internal Revenue Code. Our contributions to the savings plan
and the savings restoration plans for the named executive
officers are also included in the footnote to the All Other
Compensation column of the Summary Compensation Table.

(2)

Aggregate Earnings in 2009 consist of earnings on prior plan
deferrals. This interest rate for 2009 for the 1989 Deferred
Compensation Plan was 8.24% with interest compounded annually.
Messrs. McClanahan, Whitlock and Standish have deferrals
under this plan.

The interest crediting rate under the terms of the 1985 Deferred
Compensation Plan was a fixed rate based upon the age of the
participant at the time of deferral. Messrs. McClanahan and
Standish are the only named executive officers who previously
deferred under this plan and their interest crediting rate is
19%, with interest compounded annually. The above-market portion
of these 2009 aggregate earnings is reported in the Change in
Pension Value and Nonqualified Deferred Compensation Earnings
column of the Summary Compensation Table.

Aggregate Earnings in 2009 also includes gains and losses on
both savings restoration plans determined based on the
participants balances as of January 1, 2009 plus any
matching contributions credited for that year. The gains and
losses are calculated using the annualized rate of return for
the participants account in the Savings Plan based on the
investment funds selected under the Savings Plan by the
participant.

(3)

In 1985, CenterPoint Energy entered into corporate-owned life
insurance policies on the lives of Messrs. McClanahan and
Standish who contributed to the 1985 Deferred Compensation Plan.
These policies were entered into with their consent. Proceeds
upon their deaths are payable to CenterPoint Energy and are
available to offset the benefit payments from the plan.

Potential
Payments upon Change in Control or Termination

In December 2003, the Compensation Committee recommended to the
Board of Directors the adoption of change in control agreements
for selected executives to help ensure the executives
continued full attention to business needs in the event of any
change in control transaction as described in the agreements.
Those agreements became effective in January 2004. The amounts
were slightly modified through December 2008 to comply with
final regulations under Section 409A of the Internal
Revenue Code. In addition, the Board of Directors approved the
adoption of a change in control agreement for Mr. Harper
effective January 1, 2009, following his employment with us
in December 2008. The amounts payable under the agreement were
initially determined based on direction and input from the
Committees consultant and a review of peer group
companies. Our change in control agreements

with certain executives, including each of our named executive
officers, provide for payments and other benefits in the event a
covered termination of employment occurs within two years after
the completion of a transaction that effects a change in
control. A change in control will be deemed to occur under the
agreements if:



any person or group becomes the direct or indirect beneficial
owner of 30% or more of our outstanding voting securities,
unless these securities are acquired directly from CenterPoint
Energy;



the members of our Board on the date of the agreement, and
successors designated as provided in the agreement, cease to
constitute a majority of the Board;



there is a merger or consolidation of, or involving, CenterPoint
Energy unless:



more than 70% of the surviving corporations outstanding
voting securities are owned by former shareholders of
CenterPoint Energy,



if the transaction involves CenterPoint Energys
acquisition of another entity, the total fair market value of
the consideration plus long-term debt of business being acquired
does not exceed 50% of the total fair market value of
CenterPoint Energys outstanding voting securities, plus
CenterPoint Energys consolidated long-term debt,



no person is the direct or indirect beneficial owner of 30% or
more of the then outstanding shares of voting stock of the
parent corporation resulting from the transaction, and



a majority of the members of the board of directors of the
parent corporation resulting from the transaction were members
of our Board immediately prior to consummation of the
transaction; or



there is a sale or disposition of 70% or more of CenterPoint
Energys assets unless:



individuals and entities that were beneficial owners of
CenterPoint Energys outstanding voting securities
immediately prior to the asset sale are the direct or indirect
beneficial owners of more than 70% of the then outstanding
voting securities of CenterPoint Energy (if it continues to
exist) and of the entity that acquires the largest portion of
the assets (or the entity that owns a majority of the
outstanding voting stock of the acquiring entity), and



a majority of the members of our Board (if CenterPoint Energy
continues to exist) and of the entity that acquires the largest
portion of the assets (or the entity that owns a majority of the
outstanding voting stock of the acquiring entity) were members
of our Board immediately prior to the asset sale.

Under these agreements, a covered termination occurs if the
officers employment is terminated for reasons other than
death, disability (as defined in our long-term disability plan),
termination on or after age 65, involuntary termination for
cause (as defined), or resignation of the officer unless such
resignation is due to (a) a failure to maintain the officer
in his position or a substantially equivalent position;
(b) a significant adverse change in the authorities,
powers, functions, responsibilities or duties held; (c) a
reduction in the officers base salary; (d) a
significant reduction in the officers qualified,
nonqualified and welfare benefits; (e) a reduction in the
officers overall compensation; (f) a change in the
location of the officers principal place of employment by
more than 50 miles; or (g) a failure to provide
directors and officers liability insurance covering
the officer.

The agreements provide that we will pay an officer experiencing
a covered termination of employment a lump sum amount equal to
three times the sum of the officers base salary plus short
term incentive award at target (two times for
Messrs. Standish and Harper). For officers who are not
age 55 or older with five years of service, the agreements
also provide for a short term incentive lump sum payment based
on eligible earnings to the date of termination multiplied by
his short term incentive target. All named executive officers
other than Mr. Harper meet the age and service requirements
and therefore would be entitled to a similar pro rata short term
incentive payment under the terms of the short term incentive
plan. Three years of service (two years for
Messrs. Standish and Harper) will be added for benefit
purposes under the retirement plan, and such additional benefit
will be paid in the same time and manner that the officers
benefit under the benefit restoration plan is paid. In addition,
the agreements provide for welfare benefits for a period of two
years, career transition placement services and the
reimbursement of legal fees incurred related to the severance.
The agreements also provide for us to make a tax
gross-up
payment to the officer if the officer is determined to owe any
excise tax under Internal Revenue Code Section 4999 on
excess

parachute payments; however, the Board has determined that
it will no longer include excise tax
gross-up
payment provisions in new or materially amended change in
control agreements with our named executive officers. Excess
parachute payments are defined in Internal Revenue Code
Section 280G(b) and may include payments under the change
in control agreements or other agreements or arrangements,
including the change in control provisions of the long term
incentive plan awards described below. The tax
gross-up
payment would be an amount sufficient to make the officer whole,
after payment of applicable taxes, including excise taxes,
interest and penalties assessed. The total change in control
payment is subject to a reduction of up to 10% if such reduction
would avoid triggering excise tax.

The change in control agreements are not negotiated
between CenterPoint Energy and the executives covered by those
agreements. Instead, the terms of the agreements and the
executives to whom the agreements are offered are approved by
the Board of Directors based on the recommendation of the
Compensation Committee, with input from the Committees
consultant. The approved form of agreement is then offered to
the designated executives to accept or decline. Our Chief
Executive Officer and the Committees consultant provide
input to the Committee in identifying the participants. Each
year the agreements are reviewed by the Committee, with input
and review by the Committees independent compensation
consultant. Although no enhancements have been made to benefits
payable under the agreements since the initial approval in 2003,
the form of the agreements was revised in 2007, following a
review by the Committees consultant, to (i) reduce
the length of change in control protection from three years to
two years for certain executives, (ii) eliminate certain
benefits and (iii) limit the term of the agreements to one
year with annual review by the Committee to determine whether to
continue the agreements. The agreements have also been revised
to ensure compliance with Internal Revenue Code
Section 409A.

An officer must sign a waiver and release in connection with any
claims relating to the executives employment with or
separation from the Company prior to receiving any benefits
under the change in control agreement. The agreements also
provide that for one year following a covered termination, an
officer is prohibited from hiring or soliciting any employees to
leave our employment or solicit or attempt to solicit the
business of any of our customers or acquisition prospects. In
addition, for one year following a covered termination, an
officer is prohibited, without prior written consent, from
engaging in any business or accepting employment with or
rendering services to a business that is in competition with us.
These non-solicit and non-compete restrictions are limited to a
50-mile
radius around any geographical area in which we engage in
operations or marketing of products or services. The term of the
agreements is one year, and they renew automatically for
successive one-year terms unless the Board takes action to
revise or terminate them.

Change in control provisions in our current long term
incentive plan.
The change in control agreements
described above do not provide for any payments related to
outstanding awards under our current long term incentive plan.
The terms of outstanding awards to the named executive officers
under our current long term incentive plan require us to make
payments to these officers in the event of a change in control
(which has the same definition contained in the change in
control agreements), without regard to whether the
officers employment is terminated. The different
outstanding award types under the long term incentive plan are
treated as follows:

Stock Awards
. We would be required to settle
rights relating to unvested stock awards by delivering to the
officers shares of our common stock, without regard to whether
any performance-based vesting conditions have been satisfied,
together with shares having a market value equal to accrued
dividend equivalents on those shares. Alternatively, the
Compensation Committee could elect to settle these rights by
paying cash in an amount equal to the fair market value of the
shares otherwise deliverable.

Performance Shares
. We would be required to
settle rights relating to unvested performance shares by
delivering the number of shares that would be required if
performance was at the target achievement level plus dividend
equivalent shares as described above. Alternatively, the
Compensation Committee could elect to settle these rights by
paying cash in an amount equal to the fair market value of the
shares otherwise deliverable.

Options
. We would be required to settle
unexercised stock options from our current long term incentive
plan in cash for a per share amount equal to the excess of the
fair market value of the common stock over the exercise price.

Payments in the event of change in
control.
The table below presents amounts that
would have been payable in settlement of outstanding awards
under our current long term incentive plan if a change in
control had occurred on December 31, 2009. It also presents
amounts that would have been payable and the value of benefits
provided under the change in control agreements assuming a
covered termination of employment occurred on December 31,
2009 following a change in control. The numbers in the table and
the accompanying footnotes have been rounded to the nearest one
thousand dollars.

Type of Payment

McClanahan

Whitlock

Rozzell

Standish

Harper

Severance amount

$

6,382,000

$

2,328,000

$

2,502,000

$

1,605,000

$

1,156,000

Short term incentive
plan
(1)

1,060,000

379,000

356,000

343,000

238,000

Long term incentive
plan:
(2)

Performance shares

4,690,000

1,496,000

1,411,000

1,289,000

263,000

Stock awards

1,987,000

635,000

600,000

547,000

621,000

Stock
options
(3)

2,944,000

1,105,000

590,000

784,000



Benefit restoration
plan
(4)

368,000

186,000

178,000

89,000

63,000

Health and welfare benefits

17,000

17,000

17,000

17,000

25,000

Outplacement

6,000

6,000

6,000

6,000

6,000

Total benefit

17,454,000

6,152,000

5,660,000

4,680,000

2,372,000

Excise tax
gross-up
(5)









846,000

Total payment

$

17,454,000

$

6,152,000

$

5,660,000

$

4,680,000

$

3,218,000

(1)

Under the terms of our short term incentive plan, an individual
age 55 or older with at least five years of service is
eligible for a pro rata payment upon termination, without regard
to whether it is preceded by a change in control, based on his
eligible earnings to the date of termination multiplied by his
short term incentive target. Messrs. McClanahan, Whitlock,
Rozzell and Standish satisfy the retirement provisions under the
plan, and a change in control does not impact this payment.
Mr. Harper does not satisfy the retirement provisions under
the plan. Refer to  Payments upon termination
of employment.

(2)

Under the terms of our long term incentive plans, amounts
payable in shares would be converted to dollars using the New
York Stock Exchange average of the high and low market prices on
the date on which the change in control occurred (which would be
$14.61). For purposes of the calculations, amounts that would be
payable in shares have been converted to dollars using the New
York Stock Exchange closing price for CenterPoint Energy common
stock on December 31, 2009 (which was $14.51). The change
in control provisions under our current long term incentive plan
are not conditioned upon termination of employment. The payments
are determined as described under Potential Payments upon
Change in Control  Change in control provisions in
our current long term incentive plan. Amounts shown for
the long term incentive plan in this table include amounts in
the Payments upon termination of employment table
below.

(3)

The amounts shown represent the cash payment the officers would
receive upon a change in control for all outstanding options as
of December 31, 2009 granted under our current long term
incentive plan. As of March 3, 2007, the named executive
officers were fully vested in all outstanding options and could
realize the gain on the options at any time through normal
exercises and market sales of the shares acquired.

(4)

Amounts shown consist of the increase in cash balance accounts
that would result from crediting an additional three years of
service and interest for Messrs. McClanahan, Whitlock and
Rozzell and an additional two years of service and interest for
Messrs. Standish and Harper. For purposes of calculating
these amounts, balances were projected with the 2010 interest
credit rate of 4.31%. Immediate commencement of the benefit was
also assumed.

(5)

The excise tax
gross-up
amount is calculated in accordance with Internal Revenue Code
Section 280G and takes into account all applicable payments
under the change in control agreements as well as those under
the current long term incentive plan. For purposes of the excise
tax
gross-up
amount, 120% of the relevant applicable federal rate was used to
discount certain annuity-type benefit payments. For purposes of
this table, no portion of

the severance amount has been allocated to non-compete
restrictions described above. Depending upon the facts and
circumstances, any such allocation may result in a reduction of
the excise tax or prevent the excise tax from being triggered
for a particular executive.

Upon a change in control, each named executive officer would
also receive payment for any fully vested benefits to which he
is already entitled or which are required to be provided by law.
These benefits include those earned under CenterPoint
Energys retirement, benefit restoration, savings, savings
restoration and deferred compensation plans, as well as the
continuation of health coverage required by the Consolidated
Omnibus Budget Reconciliation Act (COBRA).

Payments upon termination of
employment.
Certain benefits are payable to a
named executive officer upon his termination of employment other
than in the event of a change in control as described above. The
table below presents information on the value of short term and
long term incentive benefits at the target level of achievement
that would be provided if a named executive officer terminated
employment as of December 31, 2009. The numbers in the
table and the accompanying footnotes have been rounded to the
nearest one thousand dollars.

Type of Payment

McClanahan

Whitlock

Rozzell

Standish

Harper

Short term incentive
plan
(1)

$

1,060,000

$

379,000

$

356,000

$

343,000



Long term incentive
plan:
(2)

Performance shares

2,932,000

912,000

861,000

760,000



Stock awards

1,153,000

359,000

340,000

298,000



Total

$

5,145,000

$

1,650,000

$

1,557,000

$

1,401,000



(1)

Under the terms of our short term incentive plan, an individual
age 55 with five years of service satisfies the retirement
provisions under the plan and is eligible for a pro rata plan
distribution based on eligible earnings to date multiplied by
his short term incentive target at the target level of
achievement. Messrs. McClanahan, Whitlock, Rozzell and
Standish satisfy the retirement provisions under the plan, and a
termination of employment does not impact this payment.
Mr. Harper does not satisfy the retirement provisions under
the plan.

(2)

Under the terms of our long term incentive plans, amounts
payable in shares would be converted to dollars using the New
York Stock Exchange average of the high and low market prices on
the date on which the change in control occurred (which would be
$14.61). For purposes of the calculations, amounts that would be
payable in shares have been converted to dollars using the New
York Stock Exchange closing price for CenterPoint Energy common
stock on December 31, 2009 (which was $14.51). Under the
terms of our current long term incentive plan, an individual
age 55 with five years of service satisfies the retirement
provisions under the plan and is eligible for a pro rata plan
distribution. In the case of performance shares, such
distribution is based on the number of days employed in the
performance cycle at the target level of achievement for awards
granted prior to 2009 and the actual level of achievement for
awards granted after 2008. All amounts above have been
calculated assuming the target level of achievement. In the case
of stock awards, such distribution is based on the number of
days employed in the vesting period. Messrs. McClanahan,
Whitlock, Rozzell and Standish satisfy the retirement provisions
under the plan. Mr. Harper, however, does not satisfy the
retirement provisions under the plan.

Upon termination of employment, each named executive officer
would also receive payment for any fully vested benefits to
which he is already entitled or which are required to be
provided by law. These benefits include those earned under
CenterPoint Energys retirement, benefit restoration,
savings, savings restoration and deferred compensation plans, as
well as the continuation of health coverage required by COBRA.

Payments upon termination due to death.
If a
named executive officer had died on December 31, 2009, the
officers designated beneficiaries would have been entitled
to substantially the same amounts set forth in the table above
for payments under the short term and long term incentive plans.
All amounts would be paid at the time of death. The table below
presents information on the value of the benefits also payable
if a named executive officer

had died on December 31, 2009. The numbers in the table and
the accompanying footnotes have been rounded to the nearest one
thousand dollars. The beneficiaries would be entitled to the
following amounts:

Type of Payment

McClanahan
(1)

Whitlock

Rozzell

Standish

Harper

Executive life insurance plan

$

2,120,000

$

1,010,000

$

950,000

$

914,000

$



Executive benefit plan

5,830,000





2,514,000



Basic life insurance

50,000

50,000

50,000

50,000

50,000

Total

$

8,000,000

$

1,060,000

$

1,000,000

$

3,478,000

$

50,000

(1)

In 1986, CenterPoint Energy entered into a corporate-owned life
insurance policy on the life of Mr. McClanahan who
participates in the executive benefit plan. This policy was
entered into with his consent. Proceeds upon his death are
payable to CenterPoint Energy and are available to offset the
benefit payments from the plan.

Each named executive officers beneficiaries would also
receive payment for any fully vested benefits to which they are
already entitled or which are required to be provided by law.
These benefits include those earned under CenterPoint
Energys retirement, benefit restoration, savings, savings
restoration and deferred compensation plans, as well as the
continuation of health coverage required by COBRA.

Payments upon disability.
If a named executive
officer becomes disabled as defined under our long term
disability plan, he would receive the amounts shown above for a
termination of employment other than in connection with a change
in control. Any unvested options become exercisable under the
terms of the current long term incentive plan and remain
exercisable for one year.

Rabbi
Trust

We maintain a trust agreement with an independent trustee
establishing a springing rabbi trust for the purpose of funding
benefits payable to participants (including each of our named
executive officers) under our deferred compensation plans,
benefit restoration plans and savings restoration plans and in
some instances our long term incentive plan agreements and
change in control agreements. The trust is a grantor trust,
irrevocable except in the event of an unfavorable ruling by the
Internal Revenue Service as to the tax status of the trust or
certain changes in tax law. It is currently funded with a
nominal amount of cash. Future contributions will be made to the
grantor trust if and when required by the provisions of the
covered plans or when required by our Benefits Committee. If
there is a change in control (defined in substantially the same
manner as in the change in control agreements described under
Potential Payments upon Change in Control), the
grantor trust must be fully funded, within 15 days
following the change in control, with an amount equal to the
entire benefit to which each participant would be entitled under
the covered plans as of the date of the change in control
(calculated on the basis of the present value of the projected
future benefits payable under the covered plans). The assets of
the grantor trust are required to be held separate and apart
from the other funds of CenterPoint Energy and its subsidiaries,
but remain subject to the claims of general creditors under
applicable state and federal law.

The following table sets forth information about CenterPoint
Energys common stock that may be issued under our existing
equity compensation plans as of December 31, 2009.

Number of

securities to be

Number of

issued upon

Weighted

securities remaining

exercise of

average exercise

available for future

outstanding

price of outstanding

issuance

options, warrants

options, warrants

under equity

and rights

and rights

compensation plans

Equity compensation plans approved by security
holders
(1)

7,711,754

(2)

17.93

(3)

13,163,001

(4)

Equity compensation plans not approved by security
holders
(5)

62,425

(5)

19.57

(3)



Totals

7,774,179

17.95

13,163,001

(1)

Plans approved by shareholders consist of the 1994 Long Term
Incentive Compensation Plan, the 2001 Long-Term Incentive Plan,
the 2009 Long Term Incentive Plan and the Stock Plan for Outside
Directors. No future grants may be made under the 1994 and 2001
plans.

(2)

Includes, in addition to shares underlying options, an aggregate
of 3,199,283 shares issuable upon settlement of outstanding
grants of 2,309,769 performance shares (assuming maximum
performance is achieved for performance cycles commencing 2008
and later) and 889,514 shares issuable upon settlement of
outstanding grants of stock awards.

(3)

The weighted average exercise price applies to outstanding
options, without taking into account performance shares or stock
awards which do not have an exercise price.

(4)

The securities remaining available for issuance may be issued in
the form of stock options, stock appreciation rights, restricted
stock, restricted stock units, stock awards, performance units
and performance shares. The shares remaining available for
issuance generally may be used for any of these types of awards,
except that the Stock Plan for Outside Directors provides only
for awards of common stock.

(5)

Plans not approved by shareholders consist of the Common Stock
Participation Plan for Designated New Employees and Non-Officer
Employees. Outstanding awards under the Common Stock
Participation Plan, in which participation was limited to new
employees and existing employees who were not officers of
CenterPoint Energy, generally vested in equal annual increments
over three years from the grant date. No future grants may be
made under the Common Stock Participation Plan.

The Compensation Committee reviewed and discussed the
Compensation Discussion and Analysis with management. Based upon
this review and discussion, the Compensation Committee
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in CenterPoint Energys
proxy statement on Schedule 14A for its 2010 annual
meeting, which is incorporated by reference in CenterPoint
Energys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, each as filed
with the Securities and Exchange Commission.

The Audit Committee assists the Board in fulfilling its
responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of
CenterPoint Energy. During 2009, the Audit Committee met five
times, including meetings to discuss the interim financial
information contained in each quarterly earnings announcement
with management and Deloitte & Touche LLP, CenterPoint
Energys independent registered public accounting firm
(independent auditors), prior to public release.

In discharging its oversight responsibility as to the audit
process, the Audit Committee (a) obtained from the
independent auditors a formal written statement describing all
relationships between the auditors and CenterPoint Energy that
might bear on the auditors independence consistent with
applicable Public Company Accounting Oversight Board
requirements and (b) discussed with the auditors any
relationships that may impact their objectivity and
independence. The Audit Committee also discussed with management
and the independent auditors the quality and adequacy of
CenterPoint Energys internal controls. The Audit Committee
reviewed with the independent auditors their audit plans, audit
scope, and identification of audit risks.

The Audit Committee discussed and reviewed with the independent
auditors all communications and other matters required to be
discussed by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61,
as amended, Communication with Audit Committees and
discussed and reviewed the results of the independent
auditors examination of the financial statements. The
Audit Committee also discussed the results of the internal audit
examinations.

Management has the responsibility for the preparation of
CenterPoint Energys financial statements and for its
internal controls and the independent auditors have the
responsibility for the examination of those statements and the
related audit of internal control over financial reporting. The
Audit Committee reviewed and discussed the audited financial
statements of CenterPoint Energy as of and for the fiscal year
ended December 31, 2009, with management and the
independent auditors. The Audit Committee also reviewed and
discussed with management and the independent auditors
managements report and the report and attestation of the
independent auditors on internal control over financial
reporting in accordance with Section 404 of the
Sarbanes-Oxley Act.

Based on the above-mentioned review and discussions with
management and the independent auditors, the Audit Committee
recommended to the Board that CenterPoint Energys audited
financial statements be included in its Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, for filing
with the Securities and Exchange Commission. The Audit Committee
also reappointed, subject to ratification, Deloitte &
Touche as CenterPoint Energys independent auditors for the
fiscal year ending December 31, 2010.

Aggregate fees related to services provided to CenterPoint
Energy as a consolidated entity for the fiscal years ending
December 31, 2009 and 2008 by CenterPoint Energys
principal accounting firm, Deloitte & Touche LLP, the
member firms of Deloitte Touche Tohmatsu, and their respective
affiliates, are set forth below.

Year Ended December 31,

2009

2008

Integrated audit of financial statements and internal control
over financial
reporting
(1)

$

5,491,000

$

5,653,750

Audit-related
fees
(2)

404,100

258,969

Total audit and audit-related fees

5,895,100

5,912,719

Tax fees





All other fees





Total fees

$

5,895,100

$

5,912,719

(1)

For 2009 and 2008, amounts include fees for services provided by
the principal accounting firm relating to the integrated audit
for financial statements and internal control over financial
reporting, statutory audits, attest services, and regulatory
filings.

(2)

For 2009 and 2008, includes fees for consultations concerning
financial accounting and reporting standards and various
agreed-upon
or expanded procedures related to accounting and/or billing
records to comply with financial accounting or regulatory
reporting matters.

Audit Committee Policies and Procedures for Preapproval
of Audit and Non-Audit Services

Consistent with Securities and Exchange Commission policies
regarding auditor independence, the Audit Committee is
responsible for pre-approving audit and non-audit services
performed by the independent auditor. In addition to its
approval of the audit engagement, the Audit Committee takes
action at least annually to authorize the independent
auditors performance of several specific types of services
within the categories of audit-related services and tax
services. Audit-related services include assurance and related
services that are reasonably related to the performance of the
audit or review of the financial statements or that are
traditionally performed by the independent auditor. Authorized
tax services include compliance-related services such as
services involving tax filings, as well as consulting services
such as tax planning, transaction analysis and opinions.
Services are subject to pre-approval of the specific engagement
if they are outside the specific types of services included in
the periodic approvals covering service categories or if they
are in excess of specified fee limitations. The Audit Committee
may delegate preapproval authority to subcommittees.

During 2009, no preapproval requirements were waived for
services included in the Audit-related fees, Tax fees and All
other fees captions of the fee table above pursuant to the
limited waiver provisions in applicable rules of the Securities
and Exchange Commission.

The Audit Committee has appointed Deloitte & Touche
LLP as independent auditors to conduct the annual audit of
CenterPoint Energys accounts for the year 2010.
Deloitte & Touche LLP (and their predecessors) have
served as independent auditors for CenterPoint Energy and its
predecessors since 1932. Ratification requires the affirmative
vote of a majority of shares of common stock voted for or
against the matter. If the appointment is not ratified by the
shareholders, the Audit Committee will reconsider the
appointment.

Representatives of Deloitte & Touche LLP will be
present at the annual meeting and will have an opportunity to
make a statement if they wish. They will be available to respond
to appropriate questions from shareholders at the meeting.

Your Board of Directors recommends a vote FOR the
ratification of the appointment of Deloitte & Touche
LLP as independent auditors.

We began mailing this proxy statement and the accompanying proxy
card to shareholders on March 12, 2010. The proxy statement
and proxy card are being furnished at the direction of your
Board of Directors. We will pay all solicitation costs,
including the fee of Morrow & Co., who will help us
solicit proxies, of $9,500, plus expenses. We will reimburse
brokerage firms, nominees, fiduciaries, custodians, and other
agents for their expenses in distributing proxy material to the
beneficial owners of our common stock. In addition, certain of
our directors, officers and employees may solicit proxies by
telephone and personal contact.

Your Board of Directors does not intend to bring any other
matters before the meeting and has not been informed that any
other matters are to be properly presented to the meeting by
others. If other business is properly raised, your proxy card
authorizes the people named as proxies to vote as they think
best, unless you withhold authority to do so in the proxy card.

Any shareholder who intends to present a proposal at the 2011
annual meeting of shareholders and who requests inclusion of the
proposal in CenterPoint Energys 2011 proxy statement and
form of proxy in accordance with applicable rules of the
Securities and Exchange Commission must file such proposal with
us by November 12, 2010.

Our bylaws also require advance notice of other proposals by
shareholders to be presented for action at an annual meeting. In
the case of the 2011 annual meeting, the required notice must be
received by our Corporate Secretary between October 24,
2010 and January 22, 2011. The bylaws require that the
proposal must constitute a proper subject to be brought before
the meeting and that the notice must contain prescribed
information, including a description of the proposal and the
reasons for bringing it before the meeting, proof of the
proponents status as a shareholder and the number of
shares held and a description of all arrangements and
understandings between the proponent and anyone else in
connection with the proposal as well as other procedural
requirements. If the proposal is for an amendment of the bylaws,
the notice must also include the text of the proposal and be
accompanied by an opinion of counsel to the effect the proposal
would not conflict with our Restated Articles of Incorporation
or Texas law. A copy of the bylaws describing the requirements
for notice of shareholder proposals may be obtained on our
website at
www.centerpointenergy.com
.

Our bylaws provide that a shareholder may nominate a director
for election if the shareholder sends a notice to our Corporate
Secretary identifying any other person making such nomination
with the shareholder and providing proof of shareholder status.
This notice must be received at our principal executive offices
between October 24, 2010 and January 22, 2011. The
shareholder must also provide the documentation and information
about the nominee required by our bylaws, including information
about the nominee that would be required to be disclosed in the
proxy statement. CenterPoint Energy is not required to include
any shareholder proposed nominee in the proxy statement. You may
obtain a copy of the bylaws describing the requirements for

Section 16(a) of the Securities Exchange Act of 1934
requires our directors, executive officers, and holders of more
than 10% of our common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes in ownership of our common stock. Except for a
Form 4 for Mr. Crosswell that was filed late, we
believe that during the fiscal year ended December 31,
2009, all other officers and directors complied with these
filing requirements.

In accordance with notices previously sent to many shareholders
who hold their shares through a bank, broker or other holder of
record (street-name shareholders) and share a single
address, only one annual report and proxy statement is being
delivered to that address unless contrary instructions from any
shareholder at that address were received. This practice, known
as householding, is intended to reduce our printing
and postage costs. However, any such street-name shareholder
residing at the same address who wishes to receive a separate
copy of this proxy statement or the accompanying annual report
to shareholders may request a copy by contacting the bank,
broker or other holder of record or by contacting us by
telephone at
(888) 468-3020.
Street-name shareholders who are currently receiving householded
materials may revoke their consent, and street-name shareholders
who are not currently receiving householded materials may
request householding of our future materials, by contacting
Broadridge Financial Services, Inc., either by calling toll free
at
(800) 542-1061
or by writing to Broadridge, Householding Department, 51
Mercedes Way, Edgewood, New York 11717. If you revoke your
consent you will be removed from the householding
program within 30 days of Broadridges receipt of your
revocation, and each shareholder at your address will receive
individual copies of our future materials.

The Annual Report to Shareholders, which includes a copy of our
annual report on
Form 10-K
containing our consolidated financial statements for the year
ended December 31, 2009, accompanies the proxy material
being mailed to all shareholders. The Annual Report is not part
of the proxy solicitation material.

CENTERPOINT ENERGY, INC. C/O INVESTOR SERVICES P.O. BOX 45 5 HOUSTON, TX 7721 -45 5
VOTE BY
INTERNET  www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting
date. Have your proxy card in hand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF
FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by CenterPoint Energy, Inc.
in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards
and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when prompted, indicate that
you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE  1-8
-69 -69 3
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.
Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then
follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to CenterPoint Energy, Inc., c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M2
629-P89618 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
DETACH AND RETURN THIS PORTION ONLY
CENTERPOINT ENERGY, INC. Vote on Directors
1. Election of nominees for directors.
For Against Abstain
The nominees for
directors are: 1a. Donald R. Campbell 1b. Milton Carroll 1c. Derrill Cody 1d. Michael P. Johnson
1e. David M. McClanahan 1f. Robert T. OConnell 1g. Susan O. Rheney 1h. R. A. Walker 1i. Peter S.
Wareing For address changes and/or comments, please check this box and write them on the back where
indicated.
For Against Abstain Vote on Proposal
2. Ratify the appointment of
Deloitte & Touche LLP as independent auditors for 2 1 .
Yes No
Withhold granting of
discretionary authority to vote on any other matters that may properly come before the annual
meeting. Please indicate if you plan to attend this meeting. Please indicate if you plan to attend
this meeting.
Note: Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please give full title.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

ADMISSION TICKET
CENTERPOINT ENERGY, INC. 2 1 ANNUAL MEETING OF SHAREHOLDERS Thursday,
April 22, 2 1 9: a.m. Central Time Auditorium 1111 Louisiana Street Houston, Texas 77 2
This
admission ticket admits only the named shareholder. Note:
If you plan on attending the Annual
Meeting in person, please bring, in addition to this Admission Ticket, a proper form of
identification. The use of video or still photography at the Annual Meeting is not permitted. For
the safety of attendees, all bags, packages and briefcases are subject to inspection. Your
compliance is appreciated. M2 63 -P89618
CENTERPOINT ENERGY, INC. 2 1 Annual Meeting of
Shareholders Proxy  Common Stock This Proxy is solicited on behalf of the Board of Directors
The
undersigned hereby appoints Scott E. Rozzell and Richard B. Dauphin, or either of them, as proxies,
with full power of substitution, to vote as designated on the reverse side, all shares of common
stock held by the undersigned at the Annual Meeting of Shareholders of CenterPoint Energy, Inc. to
be held on Thursday, April 22, 2 1 , at 9: a.m. in the auditorium of 1111 Louisiana Street,
Houston, Texas, or any adjournments thereof, and with discretionary authority to vote on all other
matters that may properly come before the meeting, unless such discretionary authority is withheld.
If you wish to vote in accordance with the recommendations of the Board of Directors, you may just
sign and date on the reverse side and mail in the postage-paid envelope provided, or direct your
vote by Internet or telephone as described on the reverse side. Specific choices may be made on the
reverse side. In absence of instructions to the contrary, the shares represented will be voted in
accordance with the Boards recommendation.
The nominees for directors are Donald R. Campbell,
Milton Carroll, Derrill Cody, Michael P. Johnson, David M. McClanahan, Robert T. OConnell, Susan
O. Rheney, R. A. Walker and Peter S. Wareing. The terms for directors will expire in 2 11. The
Board of Directors recommends a vote
FOR
the nominees for directors and
FOR
the appointment of
Deloitte & Touche LLP as independent auditors for 2 1 .
Address Changes/Comments:
(If you
noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

INTERNET  www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time on April 19, 2 1 . Have your
proxy card in hand when you access the web site and follow the instructions to obtain your records
and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by CenterPoint Energy, Inc. in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.
VOTE BY PHONE  1-8 -69 -69 3
Use
any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on
April 19, 2 1 . Have your proxy card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to CenterPoint Energy, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M2 631-P89618 KEEP THIS PORTION
FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN
THIS PORTION ONLY
CENTERPOINT ENERGY, INC. Vote on Directors
1. Election of nominees
for directors.
For Against Abstain
The nominees for directors are: 1a. Donald R. Campbell
1b. Milton Carroll 1c. Derrill Cody 1d. Michael P. Johnson 1e. David M. McClanahan 1f. Robert T.
OConnell 1g. Susan O. Rheney 1h. R. A. Walker 1i. Peter S. Wareing For address changes and/or
comments, please check this box and write them on the back where indicated.
For Against Abstain
Vote on Proposal
2. Ratify the appointment of Deloitte & Touche LLP as independent
auditors for 2 1 .
Yes No
Withhold granting of discretionary authority to vote on any other
matters that may properly come before the annual meeting. Please indicate if you plan to attend
this meeting.
Note: Please sign exactly as name appears hereon.
Signature [PLEASE SIGN WITHIN
BOX] Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder
Meeting to be Held April 22, 2 1 . The proxy statement and annual report to shareholders are
available at: http://materials.proxyvote.com/15189T
This proxy covers all shares for which the
undersigned has the right to give voting instructions to Vanguard Fiduciary Company, Trustee of the
Reliant Energy, Inc. Savings Plan, Reliant Energy, Inc. Union Savings Plan and STP Nuclear
Operating Company Savings Plan. This proxy, when properly executed, will be voted as directed. If
no direction is given to the Trustee by 11:59 p.m. Eastern Time on April 19, 2 1 Vanguard Fiduciary
Company, as Trustee, will vote the shares held in the plans in the same proportion as votes
received from other participants in the plans. M2 632-P89618
CENTERPOINT ENERGY, INC. 2 1
Annual Meeting of Shareholders Voting Directions to Trustee  Common Stock This Proxy is solicited
on behalf of the Board of Directors
The undersigned hereby appoints Vanguard Fiduciary Company, to
vote as designated on the reverse side, all shares of common stock held by the undersigned at the
Annual Meeting of Shareholders of CenterPoint Energy, Inc. to be held on Thursday, April 22, 2 1 ,
at 9: a.m. in the auditorium of 1111 Louisiana Street, Houston, Texas, or any adjournments thereof,
and with discretionary authority to vote on all other matters that may properly come before the
meeting, unless such discretionary authority is withheld.
If you wish to vote in accordance with
the recommendations of the Board of Directors, you may just sign and date on the reverse side and
mail in the postage-paid envelope provided, or direct your vote by Internet or telephone as
described on the reverse side. Specific choices may be made on the reverse side. In absence of
instructions to the contrary, the shares represented will be voted in accordance with the Boards
recommendation.
The nominees for directors are Donald R. Campbell, Milton Carroll, Derrill Cody,
Michael P. Johnson, David M. McClanahan, Robert T. OConnell, Susan O. Rheney, R. A. Walker and
Peter S. Wareing. The terms for directors will expire in 2 11. The Board of Directors recommends a
vote
FOR
the nominees for directors and
FOR
the appointment of Deloitte & Touche LLP as independent
auditors for 2 1 .
Address Changes/Comments:
(If you noted any Address Changes/Comments
above, please mark corresponding box on the reverse side.)

CENTERPOINT ENERGY, INC. C/O INVESTOR SERVICES P.O. BOX 45 5 HOUSTON, TX 7721 -45 5
VOTE BY
INTERNET  www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time on April 15, 2 1 . Have your
proxy card in hand when you access the web site and follow the instructions to obtain your records
and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by CenterPoint Energy, Inc. in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.
VOTE BY PHONE  1-8 -69 -69 3
Use
any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on
April 15, 2 1 . Have your proxy card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to CenterPoint Energy, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M2 633-P89618 KEEP THIS PORTION
FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN
THIS PORTION ONLY
CENTERPOINT ENERGY, INC. Vote on Directors
1. Election of nominees
for directors.
For Against Abstain
The nominees for directors are: 1a. Donald R. Campbell
1b. Milton Carroll 1c. Derrill Cody 1d. Michael P. Johnson 1e. David M. McClanahan 1f. Robert T.
OConnell 1g. Susan O. Rheney 1h. R. A. Walker 1i. Peter S. Wareing For address changes and/or
comments, please check this box and write them on the back where indicated.
Note: Please sign
exactly as name appears hereon.
Signature [PLEASE SIGN WITHIN BOX] Date
For Against Abstain
Vote on Proposal
2. Ratify the appointment of Deloitte & Touche LLP as independent
auditors for 2 1 .
Yes No
Withhold granting of discretionary authority to vote on any other
matters that may properly come before the annual meeting. Please indicate if you plan to attend
this meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual
Shareholder Meeting to be Held April 22, 2 1 . The proxy statement and annual report to
shareholders are available at: http://materials.proxyvote.com/15189T
This proxy covers all shares
for which the undersigned has the right to give voting instructions to The Northern Trust Company,
Trustee of the CenterPoint Energy Savings Plan. This proxy, when properly executed, will be voted
as directed. If no direction is given to the Trustee by 11:59 p.m. Eastern Time on April 15, 2 1
The Northern Trust Company, as Trustee, will vote the shares held in the plan in the same
proportion as votes received from other participants in the plan. M2 634-P89618
CENTERPOINT
ENERGY, INC. 2010 Annual Meeting of Shareholders Voting Directions to Trustee  Common Stock This
Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints The Northern
Trust Company, to vote as designated on the reverse side, all shares of common stock held by the
undersigned at the Annual Meeting of Shareholders of CenterPoint Energy, Inc. to be held on
Thursday, April 22, 2 1 , at 9: a.m. in the auditorium of 1111 Louisiana Street, Houston, Texas, or
any adjournments thereof, and with discretionary authority to vote on all other matters that may
properly come before the meeting, unless such discretionary authority is withheld.
If you wish to
vote in accordance with the recommendations of the Board of Directors, you may just sign and date
on the reverse side and mail in the postage-paid envelope provided, or direct your vote by Internet
or telephone as described on the reverse side. Specific choices may be made on the reverse side. In
absence of instructions to the contrary, the shares represented will be voted in accordance with
the Boards recommendation.
The nominees for directors are Donald R. Campbell, Milton Carroll,
Derrill Cody, Michael P. Johnson, David M. McClanahan, Robert T. OConnell, Susan O. Rheney, R. A.
Walker and Peter S. Wareing. The terms for directors will expire in 2 11. The Board of Directors
recommends a vote
FOR
the nominees for directors and
FOR
the appointment of Deloitte & Touche LLP
as independent auditors for 2 1 .
Address Changes/Comments:
(If you noted any Address
Changes/Comments above, please mark corresponding box on the reverse side.)